Common use of Subscription Rights Clause in Contracts

Subscription Rights. The following description contains general terms and provisions of subscription rights to which any prospectus supplement may relate. The particular terms of the subscription rights offered by any prospectus supplement and the extent, if any, to which such general provisions may not apply to the subscription rights so offered will be described in the prospectus supplement relating to such subscription rights. For more information, please refer to the provisions of the subscription rights agreement and subscription rights certificate, forms of which we will file with the SEC at or prior to the time of the sale of the subscription rights. For information on incorporation by reference, and how to obtain copies of these documents, see the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We may issue subscription rights to purchase common stock, preferred stock or depositary shares. These subscription rights may be issued independently or together with any other security offered by any prospectus supplement, and may be attached to or separate from such securities. These subscription rights may be transferable by the stockholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers, as specified in the applicable prospectus supplement relating to that particular issue of subscription rights, pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering. The subscription rights will be issued under a separate subscription agreement, to be entered into between us and a bank or trust company, as specified in the prospectus supplement relating to that particular issue of subscription rights. The applicable prospectus supplement will describe the specific terms of any offering of subscription rights for which this prospectus is being delivered, including the following: • the price, if any, for the subscription rights; • the exercise price payable for each share of common stock, preferred stock or depositary shares upon the exercise of the subscription rights; • the number of subscription rights being issued; • the number and terms of the shares of common stock, preferred stock or depositary shares which may be purchased per each subscription right; • the extent to which the subscription rights are transferable, including the date, if any, on and after which the subscription rights may be transferrable; • any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights; • the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire; • the minimum or maximum number of subscription rights which may be exercised at any one time; • the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and • if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.

Subscription Rights. The following description contains general terms and provisions of subscription rights to which any prospectus supplement may relate. The particular terms of the subscription rights offered by any prospectus supplement and the extent, if any, to which such general provisions may not apply to the subscription rights so offered will be described in the prospectus supplement relating to such subscription rights. For more information, please refer to the provisions of the subscription rights agreement and subscription rights certificate, forms of which we will file with the SEC at or prior to the time of the sale of the subscription rights. For information on incorporation by reference, and how to obtain copies of these documents, see the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We may issue subscription rights to purchase common stock, preferred stock or depositary sharesour securities. These subscription The rights may be issued independently or together with any other security offered by any prospectus supplement, and may be attached to or separate from such securities. These subscription rights may not be transferable by the stockholder persons purchasing or receiving the subscription rights in such offeringrights. In connection with any offering of subscription rightsrights offering, we may enter into a standby underwriting, standby purchase or other arrangement with one or more underwriters or other purchasers, as specified in the applicable prospectus supplement relating to that particular issue of subscription rights, persons pursuant to which the such underwriters or other purchasers may be required to persons would purchase any offered securities remaining unsubscribed for after such rights offering. The subscription In connection with a rights will be issued under offering to holders of our capital stock a separate subscription agreement, to be entered into between us and a bank or trust company, as specified in the prospectus supplement relating to that particular issue of subscription rights. The applicable prospectus supplement will describe be distributed to such holders on or after the specific terms record date for receiving rights in the rights offering set by us. We will file as exhibits to the registration statement of any offering of subscription rights for which this prospectus is being delivereda part, including or will incorporate by reference from a current report on Form 8-K that we file with the following: • the priceSEC, if any, for the subscription rights; • the exercise price payable for each share of common stock, preferred stock or depositary shares upon the exercise of the subscription rights; • the number of subscription rights being issued; • the number and terms of the shares of common stock, preferred stock or depositary shares which may be purchased per each subscription right; • the extent to which the subscription rights are transferable, including the date, if any, on and after which the subscription rights may be transferrable; • any other terms forms of the subscription rights, including the termsstandby underwriting agreement or other agreements, procedures and limitations if any. The prospectus supplement relating to any rights that we offer will include specific terms relating to the exchange offering, including, among other matters: ● the date of determining the security holders entitled to the rights distribution; ● the aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the subscription rights; • ● the exercise price; ● the conditions to completion of the rights offering; ● the date on which the right to exercise the subscription rights shall commence, will commence and the date on which the subscription rights shall will expire; • and ● any applicable federal income tax considerations. Each right would entitle the minimum or maximum number holder of subscription the rights which to purchase the principal amount of securities at the exercise price set forth in the applicable prospectus supplement. Rights may be exercised at any one time; • time up to the extent close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void. Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to which the subscription rights may include an over-subscription privilege with respect persons other than stockholders, to unsubscribed securities; and • if applicableor through agents, the material terms underwriters or dealers or through a combination of any such methods, including pursuant to standby underwriting or purchase arrangement entered into by us arrangements, as described in connection with the offering of subscription rightsapplicable prospectus supplement.

Subscription Rights. The following description contains general terms and provisions of subscription rights to which any prospectus supplement may relate. The particular terms of the subscription rights offered by any prospectus supplement and the extent, if any, to which such general provisions may not apply to the subscription rights so offered will be described in the prospectus supplement relating to such subscription rights. For more information, please refer to the provisions of the subscription rights agreement and subscription rights certificate, forms of which we will file with the SEC at or prior to the time of the sale of the subscription rights. For information on incorporation by reference, and how to obtain copies of these documents, see the sections of this prospectus entitled “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We may issue subscription rights to purchase common stock, preferred stock or depositary sharesour securities. These subscription The rights may be issued independently or together with any other security offered by any prospectus supplement, and may be attached to or separate from such securities. These subscription rights may not be transferable by the stockholder persons purchasing or receiving the subscription rights in such offeringrights. In connection with any offering of subscription rightsrights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or other purchasers, as specified in the applicable prospectus supplement relating to that particular issue of subscription rights, persons pursuant to which the such underwriters or other purchasers may be required to persons would purchase any offered securities remaining unsubscribed for after such rights offering. The subscription In connection with a rights offering to holders of our capital stock a prospectus supplement will be issued under a separate subscription agreement, distributed to be entered into between us and a bank or trust company, as specified such holders on the record date for receiving rights in the rights offering set by us. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K that we file with the Commission, forms of the subscription rights, standby underwriting agreement or other agreements, if any. The prospectus supplement relating to any rights that particular issue of subscription rights. The applicable prospectus supplement we offer will describe the include specific terms relating to the offering, including, among other matters: ■ the date of any offering determining the security holders entitled to the rights distribution; ■ the aggregate number of subscription rights for which this prospectus is being delivered, including issued and the following: • the price, if any, for the subscription rights; • the exercise price payable for each share aggregate amount of common stock, preferred stock or depositary shares securities purchasable upon the exercise of the subscription rights; • ■ the exercise price; ■ the aggregate number of subscription rights being to be issued; • the number and terms of the shares of common stock, preferred stock or depositary shares which may be purchased per each subscription right; • the extent to which the subscription rights are transferable, including ■ the date, if any, on and after which the subscription rights may will be transferrableseparately transferable; • any other terms ■ the conditions to completion of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rightsrights offering; • ■ the date on which the right to exercise the subscription rights shall commence, will commence and the date on which the subscription rights shall will expire; • ■ any applicable federal income tax considerations; and ■ any other terms of the minimum or maximum number rights, including terms, procedures and limitations relating to the distribution, exchange and exercise of subscription the rights. Each right would entitle the holder of the rights which to purchase the principal amount of securities at the exercise price set forth in the applicable prospectus supplement. Rights may be exercised at any one time; • time up to the extent close of business on the expiration date for the rights provided in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void. Holders may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to which the subscription rights may include an over-subscription privilege with respect persons other than stockholders, to unsubscribed securities; and • if applicableor through agents, the material terms underwriters or dealers or through a combination of any such methods, including pursuant to standby underwriting or purchase arrangement entered into by us arrangements, as described in connection with the offering of subscription rightsapplicable prospectus supplement.