Common use of Stockholder Rights Plan Clause in Contracts

Stockholder Rights Plan. If the Company has a stockholder rights plan relating to Common Stock in effect upon conversion of the Securities, Holders will receive upon conversion of Securities, in addition to such Common Stock, rights under the Company’s stockholder rights plan, unless prior to such conversion, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as if the Company distributed to all or substantially all holders of Common Stock, shares of Capital Stock, evidences of indebtedness or assets as described in Section 6.04(d) above (with such separation being deemed the occurrence of a Trigger Event for purposes of Section 6.04(d)). For purposes of calculating the per share fair market value of the shares of the Company’s Capital Stock, evidences of the Company’s indebtedness or assets, including securities, distributed with respect to each outstanding share of Common Stock under Section 6.04(d), any shares of Common Stock held by any Person who is ineligible to receive such distribution under the terms of the rights plan shall not be deemed outstanding. The Company agrees that any rights plan adopted by the Company shall provide for the foregoing rights upon conversion of the Securities. Any distribution of rights or warrants pursuant to a rights plan that would allow a Holder to receive upon conversion, in addition to shares of Common Stock, the rights described therein with respect to such shares of Common Stock (unless such rights or warrants have separated from the Common Stock) shall not constitute a distribution of rights or warrants that would entitle such Holder to an adjustment to the Conversion Rate.