Common use of The Rights Offering Clause in Contracts

The Rights Offering. SCI shall distribute as a dividend to each holder of record of SCI Common Shares, as of the close of business on the SCI Shareholders' Approval Record Date, rights to purchase SCI Common Shares entitling such holder to subscribe for and purchase SCI Common Shares during the period commencing on the date the SCI Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI Common Shares upon exercise of such rights shall be registered under the SCI Registration Statement and SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI Common Shares are listed. Each holder of SCI Common Shares shall receive one (1) right for every one (1) SCI Common Share held of record by such holder as of the SCI Shareholders' Approval Record Date. The exercise price per SCI Common Share for such rights shall be equal to the Fair Market Value of an SCI Common Share; provided, that in the event that the Fair Market Value of an SCI Common Share is more than $24.75, then the exercise price per SCI Common Share shall be $24.75. SCI shall make available for issuance in the rights offering, up to a maximum number of SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI Common Shares owned by SCG on the SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)) equal to the amount determined by dividing the aggregate number of SCI Common Shares outstanding on the SCI Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. SCI shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated.

The Rights Offering. SCI ATLANTIC shall distribute as a dividend to each holder of record of SCI ATLANTIC Common Shares, as of the close of business on the SCI ATLANTIC Shareholders' Approval Record Date, rights to purchase SCI ATLANTIC Common Shares entitling such holder to subscribe for and purchase SCI ATLANTIC Common Shares during the period commencing on the date the SCI ATLANTIC Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI ATLANTIC Common Shares upon exercise of such rights shall be registered under the SCI ATLANTIC Registration Statement and SCI ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI ATLANTIC Common Shares are listed. Each holder of SCI ATLANTIC Common Shares shall receive one (1) right for every one (1) SCI ATLANTIC Common Share held of record by such holder as of the SCI ATLANTIC Shareholders' Approval Record Date. The exercise price per SCI ATLANTIC Common Share for such rights shall be equal to the Fair Market Value of an SCI ATLANTIC Common Share; provided, that in the event that the Fair Market Value of an SCI ATLANTIC Common Share is more than $24.7525.8633, then the exercise price per SCI ATLANTIC Common Share shall be $24.7525.8633. SCI ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of SCI ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI ATLANTIC Common Shares owned by SCG on the SCI ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI ATLANTIC Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest one-one- one hundredth (1/100th)) equal to the amount determined by dividing the aggregate number of SCI ATLANTIC Common Shares outstanding on the SCI ATLANTIC Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. SCI ATLANTIC shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated.

The Rights Offering. SCI shall distribute as a dividend to each holder of record of SCI Common Shares, as of the close of business on the SCI Shareholders' Approval Record Date, rights to purchase SCI Common Shares entitling such holder to subscribe for and purchase SCI Common Shares during the period commencing on the date the SCI Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI Common Shares upon exercise of such rights shall be registered under the SCI Registration Statement and SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI Common Shares are listed. Each holder of SCI Common Shares shall receive one (1) right for every one (1) SCI Common Share held of record by such holder as of the SCI Shareholders' Approval Record Date. The exercise price per SCI Common Share for such rights shall be equal to the Fair Market Value of an amount determined by the SCI Common ShareBoard (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an SCI Common Share is more than $24.75, then the exercise price per SCI Common Share shall be $24.75; and provided, further, that the exercise price per SCI Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of an SCI Common Share. SCI shall make available for issuance in the rights offering, up to a maximum number of SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI Common Shares owned by SCG on the SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI Common Share by paying the Fair Market Value exercise price as determined above and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)whole right) equal to the amount determined by dividing the aggregate number of SCI Common Shares outstanding on the SCI Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. Any SCI shall Common Shares that are not accept subscriptions subscribed for by shareholders may be offered to other shareholders pursuant to such rights unless and until all an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of the conditions set forth SCG to assist SCI in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummatedselling SCI Common Shares to third parties.

The Rights Offering. SCI PTR shall distribute as a dividend to each holder of record of SCI PTR Common Shares, as of the close of business on the SCI PTR Shareholders' Approval Record Date, rights to purchase SCI PTR Common Shares entitling such holder to subscribe for and purchase SCI PTR Common Shares during the period commencing on the date the SCI PTR Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI PTR Common Shares upon exercise of such rights shall be registered under the SCI PTR Registration Statement and SCI PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI PTR Common Shares are listed. Each holder of SCI PTR Common Shares shall receive one (1) right for every one (1) SCI PTR Common Share held of record by such holder as of the SCI PTR Shareholders' Approval Record Date. The exercise price per SCI PTR Common Share for such rights shall be equal to the Fair Market Value of an SCI a PTR Common Share; provided, that in the event that the Fair Market Value of an SCI Common Share is more than $24.7527.11475, then the exercise price per SCI PTR Common Share shall be $24.7527.11475. SCI PTR shall make available for issuance in the rights offering, up to a maximum number of SCI PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI PTR Common Shares issuable to SCG pursuant to Section 2.1 by (B) the percentage of all outstanding SCI PTR Common Shares owned by SCG on the SCI PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI PTR Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)) equal to the amount determined by dividing the aggregate number of SCI PTR Common Shares outstanding on the SCI PTR Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. SCI PTR shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated.

The Rights Offering. SCI PTR shall distribute as a dividend to each holder of record of SCI PTR Common Shares, as of the close of business on the SCI PTR Shareholders' Approval Record Date, rights to purchase SCI PTR Common Shares entitling such holder to subscribe for and purchase SCI PTR Common Shares during the period commencing on the date the SCI PTR Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI PTR Common Shares upon exercise of such rights shall be registered under the SCI PTR Registration Statement and SCI PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI PTR Common Shares are listed. Each holder of SCI PTR Common Shares shall receive one (1) right for every one (1) SCI PTR Common Share held of record by such holder as of the SCI PTR Shareholders' Approval Record Date. The exercise price per SCI PTR Common Share for such rights shall be equal to the Fair Market Value of an SCI Common Shareamount determined by the PTR Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an SCI -------- PTR Common Share is more than $24.7527.11475, then the exercise price per SCI PTR Common Share shall be $24.7527.11475; and provided, further, that the exercise price per PTR Common Share shall -------- ------- in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR Common Share. SCI PTR shall make available for issuance in the rights offering, up to a maximum number of SCI PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI PTR Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI PTR ----------- Common Shares owned by SCG on the SCI PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled ----------- to acquire one (1) SCI PTR Common Share by paying the Fair Market Value exercise price as determined above and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)whole right) equal to the amount determined by dividing the aggregate number of SCI PTR Common Shares outstanding on the SCI PTR Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not ----------- purchase or otherwise acquire any rights. SCI shall Any PTR Common Shares that are not accept subscriptions subscribed for by shareholders may be offered to other shareholders pursuant to such rights unless and until all an over subscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of the conditions set forth SCG to assist PTR in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummatedselling PTR Common Shares to third parties.

The Rights Offering. SCI ATLANTIC shall distribute as a dividend to each holder of record of SCI ATLANTIC Common Shares, as of the close of business on the SCI ATLANTIC Shareholders' Approval Record Date, rights to purchase SCI ATLANTIC Common Shares entitling such holder to subscribe for and purchase SCI ATLANTIC Common Shares during the period commencing on the date the SCI ATLANTIC Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI ATLANTIC Common Shares upon exercise of such rights shall be registered under the SCI ATLANTIC Registration Statement and SCI ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI ATLANTIC Common Shares are listed. Each holder of SCI ATLANTIC Common Shares shall receive one (1) right for every one (1) SCI ATLANTIC Common Share held of record by such holder as of the SCI ATLANTIC Shareholders' Approval Record Date. The exercise price per SCI ATLANTIC Common Share for such rights shall be equal to the Fair Market Value of an SCI Common Shareamount determined by the ATLANTIC Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an SCI ATLANTIC Common Share is more than $24.7525.8633, then the exercise price per SCI ATLANTIC Common Share shall be $24.7525.8633; and provided, further, that the exercise price per ATLANTIC Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of an ATLANTIC Common Share. SCI ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of SCI ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI ATLANTIC Common Shares owned by SCG on the SCI ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI ATLANTIC Common Share by paying the Fair Market Value exercise price as determined above and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)whole right) equal to the amount determined by dividing the aggregate number of SCI ATLANTIC Common Shares outstanding on the SCI ATLANTIC Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. SCI shall Any ATLANTIC Common Shares that are not accept subscriptions subscribed for by shareholders may be offered to other shareholders pursuant to such rights unless and until all an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of the conditions set forth SCG to assist ATLANTIC in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummatedselling ATLANTIC Common Shares to third parties.

The Rights Offering. SCI shall distribute as a dividend to each holder of record of SCI Common Shares, as of the close of business on the SCI Shareholders' Approval Record Date, rights to purchase SCI Common Shares entitling such holder to subscribe for and purchase SCI Common Shares during the period commencing on the date the SCI Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI Common Shares upon exercise of such rights shall be registered under the SCI Registration Statement and SCI shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI Common Shares are listed. Each holder of SCI Common Shares shall receive one (1) right for every one (1) SCI Common Share held of record by such holder as of the SCI Shareholders' Approval Record Date. The exercise price per SCI Common Share for such rights shall be equal to the Fair Market Value of an amount determined by the SCI Common ShareBoard (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an SCI Common Share is more than $24.75, then the exercise price per SCI Common Share shall be $24.75; and provided, further, that the exercise price per SCI Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of an SCI Common Share. SCI shall make available for issuance in the rights offering, up to a maximum number of SCI Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI Common Shares owned by SCG on the SCI Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)whole right) equal to the amount determined by dividing the aggregate number of SCI Common Shares outstanding on the SCI Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. SCI shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any SCI Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist SCI in selling SCI Common Shares to third parties.

The Rights Offering. SCI ATLANTIC shall distribute as a dividend to each holder of record of SCI ATLANTIC Common Shares, as of the close of business on the SCI ATLANTIC Shareholders' Approval Record Date, rights to purchase SCI ATLANTIC Common Shares entitling such holder to subscribe for and purchase SCI ATLANTIC Common Shares during the period commencing on the date the SCI ATLANTIC Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI ATLANTIC Common Shares upon exercise of such rights shall be registered under the SCI ATLANTIC Registration Statement and SCI ATLANTIC shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI ATLANTIC Common Shares are listed. Each holder of SCI ATLANTIC Common Shares shall receive one (1) right for every one (1) SCI ATLANTIC Common Share held of record by such holder as of the SCI ATLANTIC Shareholders' Approval Record Date. The exercise price per SCI ATLANTIC Common Share for such rights shall be equal to the Fair Market Value of an SCI Common Shareamount determined by the ATLANTIC Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an SCI ATLANTIC Common Share is more than $24.7525.8633, then the exercise price per SCI ATLANTIC Common Share shall be $24.7525.8633; and provided, further, that the exercise price per ATLANTIC Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of an ATLANTIC Common Share. SCI ATLANTIC shall make available for issuance in the rights offering, up to a maximum number of SCI ATLANTIC Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI ATLANTIC Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI ATLANTIC Common Shares owned by SCG on the SCI ATLANTIC Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI ATLANTIC Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI ATLANTIC Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)whole right) equal to the amount determined by dividing the aggregate number of SCI ATLANTIC Common Shares outstanding on the SCI ATLANTIC Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. SCI ATLANTIC shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any ATLANTIC Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist ATLANTIC in selling ATLANTIC Common Shares to third parties.

The Rights Offering. SCI PTR shall distribute as a dividend to each holder of record of SCI PTR Common Shares, as of the close of business on the SCI PTR Shareholders' Approval Record Date, rights to purchase SCI PTR Common Shares entitling such holder to subscribe for and purchase SCI PTR Common Shares during the period commencing on the date the SCI PTR Prospectus is mailed to such holders and expiring on the close of business on the date of the Merger Closing (the "Rights Offering Expiration Date"). The issuance of such rights and the issuance of SCI PTR Common Shares upon exercise of such rights shall be registered under the SCI PTR Registration Statement and SCI PTR shall use its best efforts to cause the rights to be tradeable on the Exchange on which the SCI PTR Common Shares are listed. Each holder of SCI PTR Common Shares shall receive one (1) right for every one (1) SCI PTR Common Share held of record by such holder as of the SCI PTR Shareholders' Approval Record Date. The exercise price per SCI PTR Common Share for such rights shall be equal to the Fair Market Value of an SCI Common Shareamount determined by the PTR Board (or a duly authorized committee thereof); provided, that in the event that the Fair Market Value of an SCI PTR Common Share is more than $24.7527.1145, then the exercise price per SCI PTR Common Share shall be $24.7527.1145; and provided, further, that the exercise price per PTR Common Share shall in no event (other than as described in the preceding proviso) be less than 94% of the Fair Market Value of a PTR Common Share. SCI PTR shall make available for issuance in the rights offering, up to a maximum number of SCI PTR Common Shares equal to the difference between (X) the amount determined by dividing (A) the number of SCI PTR Common Shares issuable pursuant to Section 2.1 by (B) the percentage of all outstanding SCI PTR Common Shares owned by SCG on the SCI PTR Shareholders' Approval Record Date (the amount determined pursuant to this clause (X) being the "Rights Offering Amount") and (Y) the number of SCI PTR Common Shares issuable to SCG pursuant to Section 2.1. Each holder shall be entitled to acquire one (1) SCI PTR Common Share by paying the Fair Market Value and surrendering that number of rights (rounded down to the nearest one-one hundredth (1/100th)whole right) equal to the amount determined by dividing the aggregate number of SCI PTR Common Shares outstanding on the SCI PTR Shareholders' Approval Record Date by the Rights Offering Amount. SCG agrees that it shall not exercise or sell or otherwise transfer any rights issued to it pursuant to this Section 2.3 and SCG shall not purchase or otherwise acquire any rights. SCI PTR shall not accept subscriptions pursuant to such rights unless and until all of the conditions set forth in this Agreement have been satisfied or waived and the mergers described in Section 2.1 have been consummated. Any PTR Common Shares that are not subscribed for by shareholders may be offered to other shareholders pursuant to an oversubscription privilege and, if not fully subscribed for by shareholders, may be sold to third parties. The REIT Manager shall, at its own expense, engage an affiliate of SCG to assist PTR in selling PTR Common Shares to third parties.