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 Securities pursuant to this Article 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 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"). Provided that such Rights Agreement requires that each share of Common Stock issued upon conversion of 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 this Article 11, there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made pursuant to Section 11.11(d) upon the separation of the Rights from the Common Stock.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Securities pursuant to this Article 11 the Convertible Perpetual Preferred Stock shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be be, (collectively, the "“Rights"”), if any, that 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 CompanyCorporation, as the same may be amended from time to time (in each case, a "“Rights Agreement"Plan”). Provided that Notwithstanding the immediately preceding sentence, if the terms of such Rights Agreement requires Plan require that each share of Common Stock issued upon conversion of Securities the Convertible Perpetual Preferred Stock 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 Article 11, then there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made pursuant to Section 11.11(d9(d) upon the separation of the Rights from the Common Stock.

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 11 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"”). Provided , 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 Securities 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 11VIII, there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, or any other term or provision of the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) Applicable Securities as a result of the issuance of Rights, but an adjustment 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 Base Conversion Rate (and as applicablecontrary herein, nothing in this provision is intended to confer on the Incremental Share Factor, Common Stock issuable upon conversion of Applicable Securities any right that is different than the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made pursuant rights to Section 11.11(d) upon the separation which all shares of Common Stock of the Rights from the Common StockCompany are entitled to receive.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Securities pursuant to this Article 11 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 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 CompanyIssuer, as the same may be amended from time to time (in each case, a "Rights Agreement"). Provided that such Rights Agreement requires that each share of Common Stock issued upon conversion of 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 this Article 1112, there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made pursuant to Section 11.11(d12.11(d) upon the separation of the Rights from the Common Stock.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Securities Notes pursuant to this Article 11 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"). Provided that such Rights Agreement requires that ---------------- each share of Common Stock issued upon conversion of 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 this Article 11III, there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicabledistribution of separate certificates representing the Rights, the Incremental Share Factorexercise or redemption of such Rights in accordance with any such Rights Agreement, or the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made pursuant to Section 11.11(d) upon the separation termination or invalidation of the Rights from the Common Stocksuch Rights.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Securities Notes, if any, pursuant to this Article 11 XIV 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 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"”); provided, however, that any holder who is a holder of Common Stock (or direct or indirect interests therein) at the time of conversion of any Note, but who is not entitled as a holder of Common Stock to hold or receive Rights pursuant to the terms of the Rights Agreement, will not receive any such Rights upon conversion of the Notes. Provided that such Rights Agreement requires that each share of Common Stock issued upon conversion of 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 this Article 11, XIV there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made with respect to Notes then outstanding pursuant to Section 11.11(d14.05(c) (to the extent required thereby) upon the separation of the Rights from the Common Stock.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Securities Notes pursuant to this Article 11 14 shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be (the "RightsRIGHTS"), if any, that 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"); provided, however, that any holder who is a holder of Common Stock (or direct or indirect interests therein) at the time of conversion of any Note, but who is not entitled as a holder of Common Stock to hold or receive Rights pursuant to the terms of the Rights Agreement"), will not receive any such Rights upon conversion of the Notes. Provided that such Rights Agreement requires that each share of Common Stock issued upon conversion of 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 this Article 11, 14 there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made with respect to Notes then outstanding pursuant to Section 11.11(d14.05(d) (to the extent required thereby) upon the separation of the Rights from the Common Stock.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Securities Notes pursuant to this Article 11 XIV 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 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"”); provided, however, that any holder who is a holder of Common Stock (or direct or indirect interests therein) at the time of conversion of any Note, but who is not entitled as a holder of Common Stock to hold or receive Rights pursuant to the terms of the Rights Agreement, will not receive any such Rights upon conversion of the Notes. Provided that such Rights Agreement requires that each share of Common Stock issued upon conversion of 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 this Article 11, XIV there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made with respect to Notes then outstanding pursuant to Section 11.11(d14.05(c) (to the extent required thereby) upon the separation of the Rights from the Common Stock.

Rights Issued in Respect of Common Stock Issued Upon Conversion. Each share of Common Stock issued upon conversion of Securities pursuant to this Article 11 the Preferred Stock shall be entitled to receive the appropriate number of common stock or preferred stock purchase rights, as the case may be be, including without limitation, the rights under the Rights Plan (collectively, the "“Rights"”), if any, that 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 CompanyCorporation, as the same may be amended from time to time (in each case, a "“Rights Agreement"Plan”). Provided that If such Rights Agreement Plan requires that each share of Common Stock issued upon conversion of Securities the Preferred Stock 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 Article 11Certificate, there shall not be any adjustment to the conversion privilege or Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) as a result of the issuance of Rights, but an adjustment to the Base Conversion Rate (and as applicable, the Incremental Share Factor, the Maximum Conversion Rate and any Fixed Conversion Rate) shall be made pursuant to Section 11.11(d7(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 7(d) upon such separation if (a) at the time of separation the Corporation sets aside for issuance upon conversion of the Preferred Stock a number of rights equal to the rights the holders of Preferred Stock would have received if the conversion occurred immediately prior such separation and (b) the rights so set aside are perpetual in duration.