Common use of Use of Common Equivalent Shares or Cash Clause in Contracts

Use of Common Equivalent Shares or Cash. In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) First, the Available Common Stock shall be allocated among all of the then-outstanding and exercisable Rights so that each Right shall entitle its holder to receive (upon exercise of the Right and payment of the Exercise Amount) the same amount of Available Common Stock and (ii) second, the Board of Directors of the Company shall promptly take appropriate action to declare that each Right shall additionally entitle its holder to receive (x) a number of Common Equivalent Shares equal to the remainder derived by subtracting the number of shares of Available Common Stock allocated to each Right in the preceding clause (i) from the total number of shares of Common Stock which would have been purchasable with such Right if the Corporation had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares"), (y) cash in an amount equal to the Current Value of the Unallocated Shares, or (z) any combination of the foregoing determined by the Board of Directors of the Company so long as each Right entitles its holder to receive the same kind and amount of Common Equivalent Shares and the same amount of cash as the holder of each other Right. For purposes of the preceding sentence, the "Current Value" of a particular number of Unallocated Shares shall be equal to the product derived by multiplying that particular number times the greater of (i) the Current Market Price (calculated as prescribed in Section 1) for the Common Stock on the day on which the Board of Directors determines to make a substitution of cash for such Unallocated Shares (the "Substitution Date") or (ii) the closing price per share (calculated as prescribed in Section 1) for the Common Stock on the Trading Day immediately prior to the Substitution Date. (B) For purposes of this Agreement, a "Common Equivalent Share" shall be a share or fraction of a share of preferred stock (including, but not limited to, Preferred Stock), as follows: (i) with respect to Preferred Stock, a Common Equivalent Share shall be the fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied and/or the unit of Preferred Stock issued and (ii) with respect to preferred stock other than Preferred Stock, a Common Equivalent Share shall be a share or fraction of a share of such preferred stock that the Board of Directors of the Company deems to represent substantially the same proportionate interest in the Company as a Common Equivalent Share represented by such fraction of a share of Preferred Stock and to have a dividend rate and other characteristics as similar as possible to such fraction of a share of Preferred Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share.

Use of Common Equivalent Shares or Cash. In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") ), is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) First, the Available Common Stock shall be allocated among all of the then-outstanding and exercisable Rights so that each Right shall entitle its holder to receive (upon exercise of the Right and payment of the Exercise Amount) the same amount of Available Common Stock and (ii) second, the Board of Directors of the Company shall promptly take appropriate action to declare that each Right shall additionally entitle its holder to receive (x) a number of Common Equivalent Shares equal to the remainder derived by subtracting the number of shares of Available Common Stock allocated to each Right in the preceding clause (i) from the total number of shares of Common Stock which would have been purchasable with such Right if the Corporation had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares"), (y) cash in an amount equal to the Current Value of the Unallocated Shares, or (z) any combination of the foregoing determined by the Board of Directors of the Company so long as each Right entitles its holder to receive the same kind and amount of Common Equivalent Shares and the same amount of cash as the holder of each other Right. For purposes of the preceding sentence, the "Current Value" of a particular number of Unallocated Shares shall be equal to the product derived by multiplying that particular number times the greater of (i) the Current Market Price (calculated as prescribed in Section 1) for the Common Stock on the day on which the Board of Directors determines to make a substitution of cash for such Unallocated Shares (the "Substitution Date") or (ii) the closing price per share (calculated as prescribed in Section 1) for the Common Stock on the Trading Day immediately prior to the Substitution Date. (B) For purposes of this Agreement, a "Common Equivalent Share" shall be a share or fraction of a share of preferred stock (including, but not limited to, Preferred Stock), as follows: (i) with respect to Preferred Stock, a Common Equivalent Share shall be the fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied and/or the unit of Preferred Stock issued and (ii) with respect to preferred stock other than Preferred Stock, a Common Equivalent Share shall be a share or fraction of a share of such preferred stock that the Board of Directors of the Company deems to represent substantially the same proportionate interest in the Company as a Common Equivalent Share represented by such fraction of a share of Preferred Stock and to have a dividend rate and other characteristics as similar as possible to such fraction of a share of Preferred Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share.issued

Use of Common Equivalent Shares or Cash. In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") ), is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) First, the Available Common Stock shall be allocated among all of the then-outstanding and exercisable Rights so that each Right shall entitle its holder to receive (upon exercise of the Right and payment of the Exercise Amount) the same amount of Available Common Stock and (ii) second, the Board of Directors of the Company shall promptly take appropriate action to declare that each Right shall additionally entitle its holder to receive (x) a number of Common Equivalent Shares equal to the remainder derived by subtracting the number of shares of Available Common Stock allocated to each Right in the preceding clause (i) from the total number of shares of Common Stock which would have been purchasable with such Right if the Corporation had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares"), (y) cash in an amount equal to the Current Value of the Unallocated Shares, or (z) any combination of the foregoing determined by the Board of Directors of the Company so long as each Right entitles its holder to receive the same kind and amount of Common Equivalent Shares and the same amount of cash as the holder of each other Right. For purposes of the preceding sentence, the "Current Value" of a particular number of Unallocated Shares shall be equal to the product derived by multiplying that particular number times the greater of (i) the Current Market Price (calculated as prescribed in Section 1) for the Common Stock on the day on which the Board of Directors determines to make a substitution of cash for such Unallocated Shares (the "Substitution Date") or (ii) the closing price per share (calculated as prescribed in Section 1) for the Common Stock on the Trading Day immediately prior to the Substitution Date. (B) For purposes of this Agreement, a "Common Equivalent Share" shall be a share or fraction of a share of preferred stock (including, but not limited to, Preferred Stock), as follows: (i) with respect to Preferred Stock, a Common Equivalent Share shall be the fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied and/or the unit of Preferred Stock issued and (ii) with respect to preferred stock other than Preferred Stock, a Common Equivalent Share shall be a share or fraction of a share of such preferred stock that the Board of Directors of the Company deems to represent substantially the same proportionate interest in the Company as a Common Equivalent Share represented by such fraction of a share of Preferred Stock and to have a dividend rate and other characteristics as similar as possible to such fraction of a share of Preferred Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share. (C) If circumstances after the initial Trigger Date require the use of Common Equivalent Shares, the Company shall use its best efforts to obtain authorization to issue (i) a sufficient quantity of Common Stock to permit Common Stock to be issued upon exercise of the Rights and/or any exercise of the exchange right under the following Section and (ii) a sufficient quantity of Common Equivalent Shares as may be necessary or appropriate to permit Common Equivalent Shares to be issued upon exercise of the Rights and/or any exercise of the exchange right under the following Section. Each time the Company's authorized Common Stock shall be increased, the adjustment required under the preceding paragraphs shall be redone to maximize the amount of Common Stock issuable upon exercise of the Rights. To the extent excess authorized Common Stock remains after the readjustment required by the preceding sentence, the holder of any outstanding Common Equivalent Share shall have the right at any time to require the Company to exchange that share for a share of Common Stock. (D) In no event, however, shall the Company be obligated to reserve any Common Stock for issuance under the Rights until and unless a Triggering Event actually occurs. (E) In no event shall the Company issue any Preferred Stock except for issuances caused by exercise of the Rights and except for issuances required by this Section 11(c)(1), Section 11(c)(2) or Section 11(d)(6).

Use of Common Equivalent Shares or Cash. In the event that the number of shares of Common Stock which are authorized by the Company's certificate articles of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) Firstthe Company shall first reduce the Exercise Amount pursuant to Section 11(c)(1) by a Reduction Amount equal to the lesser of (i) the amount which shall be sufficient to reduce the amount of Common Stock purchasable with the Rights (after giving effect to the adjustment prescribed by Section 11(c)(1)) to a number of shares not in excess of the Available Common Stock or (ii) the maximum amount permitted by Section 11(c)(1). (B) If the amount of the adjustment required by the preceding sentence shall not be sufficient to reduce the amount of Common Stock purchasable with the Rights to a number of shares not in excess of the Available Common Stock, then (i) first, the Available Common Stock shall be allocated among all of the then-outstanding and exercisable Rights so that each Right shall entitle its holder to receive (upon exercise of the Right and payment of the Exercise Amount) purchase the same amount quantity of Available Common Stock and (ii) second, the Board of Directors of the Company shall promptly take appropriate action to declare that each Right shall additionally entitle its holder to receive (x) purchase a number fraction of Common Equivalent Shares a share of Preferred Stock which when multiplied times the Adjustment Number then in effect under the terms of the Preferred Stock produces a product equal to the remainder derived by subtracting the number of shares of Available Common Stock allocated to purchasable with each Right after the allocation specified in the preceding clause (i) from the total number of shares of Common Stock which would have been purchasable with such Right if the Corporation had had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares"), ) or (y) receive cash in an amount equal to the Current Value of the Unallocated Shares (calculated as prescribed for the Common Shares in Section 11(c)(1)) as of the date of substitution of cash for such Shares, or (z) receive any combination of the foregoing determined by the Board of Directors of the Company so long as each Right entitles its holder to receive the same kind and amount of Common Equivalent Shares fractional shares of Preferred Stock and the same amount of cash as the holder of each other Right. For purposes of the preceding sentence, the "Current Value" of a particular number of Unallocated Shares shall be equal to the product derived by multiplying that particular number times the greater of (i) the Current Market Price (calculated as prescribed in Section 1) for the Common Stock on the day on which the Board of Directors determines to make a substitution of cash for such Unallocated Shares (the "Substitution Date") or (ii) the closing price per share (calculated as prescribed in Section 1) for the Common Stock on the Trading Day immediately prior to the Substitution Datecash. (BC) For purposes of this Agreement, a "Common Equivalent Share" shall be a share or fraction of a share of preferred stock (including, but not limited to, Preferred Stock), as follows: (i) with respect to Preferred Stock, a Common Equivalent Share shall be the The fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied and/or the unit shall be deemed to be a "Common Equivalent Share" for purposes of Preferred Stock issued and (ii) with respect to preferred stock other than Preferred Stock, a this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share shall be a share or fraction of a share of such preferred stock that the Board of Directors of the Company deems to represent represents substantially the same proportionate interest in the Company as a Common Equivalent Share represented by such fraction of a share of Preferred Stock Company, has the same dividend rate, and to have a dividend rate and has other characteristics as similar as possible to such fraction of a one share of Preferred Common Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share.

Use of Common Equivalent Shares or Cash. In the event that the number of shares of Common Stock which are authorized by the Company's certificate articles of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) Firstthe Company shall first reduce the Exercise Amount pursuant to Section 11(c)(1) by a Reduction Amount equal to the lesser of (i) the amount which shall be sufficient to reduce the amount of Common Stock purchasable with the Rights (after giving effect to the adjustment prescribed by Section 11(c)(1)) to a number of shares not in excess of the Available Common Stock or (ii) the maximum amount permitted by Section 11(c)(1). (B) If the amount of the adjustment required by the preceding sentence shall not be sufficient to reduce the amount of Common Stock purchasable with the Rights to a number of shares not in excess of the Available Common Stock, then (i) first, the Available Common Stock shall be allocated among all of the then-outstanding and exercisable Rights so that each Right shall entitle its holder to receive (upon exercise of the Right and payment of the Exercise Amount) purchase the same amount quantity of Available Common Stock and (ii) second, the Board of Directors of the Company shall promptly take appropriate action to declare that each Right shall additionally entitle its holder to receive (x) purchase a number fraction of Common Equivalent Shares a share of Preferred Stock which when multiplied times the Adjustment Number then in effect under the terms of the Preferred Stock produces a product equal to the remainder derived by subtracting the number of shares of Available Common Stock allocated to purchasable with each Right after the allocation specified in the preceding clause (i) from the total number of shares of Common Stock which would have been purchasable with such Right if the Corporation had had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares"), ) or (y) receive cash in an amount equal to the Current Value of the Unallocated Shares (calculated as prescribed for the Common Shares in Section 11(c)(1)) as of the date of substitution of cash for such Shares, or (z) receive any combination of the foregoing determined by the Board of Directors of the Company so long as each Right entitles its holder to receive the same kind and amount of Common Equivalent Shares fractional shares of Preferred Stock and the same amount of cash as the holder of each other Right. For purposes of the preceding sentence, the "Current Value" of a particular number of Unallocated Shares shall be equal to the product derived by multiplying that particular number times the greater of (i) the Current Market Price (calculated as prescribed in Section 1) for the Common Stock on the day on which the Board of Directors determines to make a substitution of cash for such Unallocated Shares (the "Substitution Date") or (ii) the closing price per share (calculated as prescribed in Section 1) for the Common Stock on the Trading Day immediately prior to the Substitution Datecash. (BC) For purposes of this Agreement, a "Common Equivalent Share" shall be a share or fraction of a share of preferred stock (including, but not limited to, Preferred Stock), as follows: (i) with respect to Preferred Stock, a Common Equivalent Share shall be the The fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied and/or the unit shall be deemed to be a "Common Equivalent Share" for purposes of Preferred Stock issued and (ii) with respect to preferred stock other than Preferred Stock, a this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share shall be a share or fraction of a share of such preferred stock that the Board of Directors of the Company deems to represent represents substantially the same proportionate interest in the Company as a Common Equivalent Share represented by such fraction of a share of Preferred Stock Company, has the same dividend rate, and to have a dividend rate and has other characteristics as similar as possible to such fraction of a one share of Preferred Common Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share. (D) If circumstances after the initial Trigger Date require the use of Common Equivalent Shares, the Company shall use its best efforts to obtain authorization to issue a sufficient quantity of Common Stock to permit Common Stock to be issued upon exercise of the Rights and/or any exercise of the exchange right under the following Section. Each time the Company's authorized Common Stock shall be increased, the adjustment required under the preceding paragraphs shall be redone to maximize the amount of Common Stock issuable upon exercise of the Rights. To the extent excess authorized Common Stock remains after the readjustment required by the preceding sentence, the holder of any outstanding Common Equivalent Share shall have the right at any time to require the Company to exchange that share for a share of Common Stock. (E) In no event, however, shall the Company be obligated to reserve any Common Stock for issuance under the Rights until and unless a Triggering Event actually occurs. (F) In no event shall the Company issue any Preferred Stock except for issuances caused by exercise of the Rights and except for issuances required by this Section 11(c) (2) or Section 11(d)(6).

Use of Common Equivalent Shares or Cash. In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") ), is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) First, the Available Common Stock shall be allocated among all of the then-outstanding and exercisable Rights so that each Right shall entitle its holder to receive (upon exercise of the Right and payment of the Exercise Amount) the same amount of Available Common Stock and (ii) second, the Board of Directors of the Company shall promptly take appropriate action to declare that each Right shall additionally entitle its holder to receive (x) a number of Common Equivalent Shares equal to the remainder derived by subtracting the number of shares of Available Common Stock allocated to each Right in the preceding clause (i) from the total number of shares of Common Stock which would have been purchasable with such Right if the Corporation had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares"), (y) cash in an amount equal to the Current Value of the Unallocated Shares, or (z) any combination of the foregoing determined by the Board of Directors of the Company so long as each Right entitles its holder to receive the same kind and amount of Common Equivalent Shares and the same amount of cash as the holder of each other Right. For purposes of the preceding sentence, the "Current Value" of a particular number of Unallocated Shares shall be equal to the product derived by multiplying that particular number times the greater of (i) the Current Market Price (calculated as prescribed in Section 1) for the Common Stock on the day on which the Board of Directors determines to make a substitution of cash for such Unallocated Shares (the "Substitution Date") or (ii) the closing price per share (calculated as prescribed in Section 1) for the Common Stock on the Trading Day immediately prior to the Substitution Date. (B) For purposes of this Agreement, a "Common Equivalent Share" shall be a share or fraction of a share of preferred stock (including, but not limited to, Preferred Stock), as follows: (i) with respect to Preferred Stock, a Common Equivalent Share shall be the fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied and/or the unit of Preferred Stock issued and (ii) with respect to preferred stock other than Preferred Stock, a Common Equivalent Share shall be a share or fraction of a share of such preferred stock that the Board of Directors of the Company deems to represent substantially the same proportionate interest in the Company as a Common Equivalent Share represented by such fraction of a share of Preferred Stock and to have a dividend rate and other characteristics as similar as possible to such fraction of a share of Preferred Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share.a