Common use of Use of Common Equivalent Shares Clause in Contracts

Use of Common Equivalent Shares. In the event that (x) the number of shares of Common Stock which are authorized by the Company’s charter, 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) and (y) the Board of Directors does not exercise its power to increase the number of authorized shares, then: (A) The 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 number of shares of Available Common Stock, then (i) first, the shares of 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 number of shares of Available Common Stock and (ii) second, each Right shall additionally entitle its holder to (x) purchase a fraction of a share of Preferred Stock which when multiplied by 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 Common Stock purchasable with each Right after the allocation specified above in clause (i) from the 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”). (C) 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 shall be deemed to be a “Common Equivalent Share” for purposes of this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share represents substantially the same interest in the Company as, and has the same dividend rate as, and has other characteristics as similar as possible to, one share of 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. In the event that (x) the number of shares of Common Stock which are authorized by the Company’s charterarticles 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) and (y) the Board of Directors does not exercise its power to increase the number of authorized shares, then: (A) The 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 number of shares of Available Common Stock, then (i) first, the shares of 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 number of shares quantity of Available Common Stock and (ii) second, each Right shall additionally entitle its holder to (x) purchase a fraction of a share of Preferred Stock which when multiplied by 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 Common Stock purchasable with each Right after the allocation specified above in clause (i) from the 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”). (C) 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 shall be deemed to be a “Common Equivalent Share” for purposes of this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share represents substantially the same interest in the Company asCompany, and has the same dividend rate asrate, and has other characteristics as similar as possible to, to one share of 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 Stock Acquisition 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. (E) In no event, however, shall the Company be obligated to reserve any Common Stock for issuance under the Rights until the Stock Acquisition Date. (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), Section 11(c)(3) or Section 11(d)(6).

Use of Common Equivalent Shares. In the event that (x) the number of shares of Common Stock Shares which are authorized by the Company’s charterTrust's deed of trust, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights (“Available Common Stock”"AVAILABLE COMMON SHARES") is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b) and (y) the Board of Directors does not exercise its power to increase the number of authorized shares), then: (A) The Company the Trust 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 Shares 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 Shares 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 Shares purchasable with the Rights to a number of shares not in excess of the number of shares of Available Common StockShares, then (i) first, the shares of Available Common Stock Shares 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 number of shares quantity of Available Common Stock Shares and (ii) second, each Right shall additionally entitle its holder to (x) purchase a fraction of a share of Preferred Stock Share which when multiplied by times the Adjustment Number then in effect under the terms of the Preferred Stock Shares produces a product equal to the remainder derived by subtracting the number of shares of Common Stock Shares purchasable with each Right after the allocation specified above in clause (i) from the number of shares of Common Stock Shares which would have been purchasable with such Right if the Corporation had had a sufficient number of shares of Common Stock Shares to permit the Right to be exercisable entirely for Common Stock Shares (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 in Section 11(c)(1)) as of the date of substitution of cash for such Shares”), or (z) receive any combination of the foregoing so long as each Right entitles its holder to receive the same amount of fractional Preferred Shares and cash. (C) The fraction of a share of Preferred Stock Share equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied shall be deemed to be a “Common Equivalent Share” "COMMON EQUIVALENT SHARES" for purposes of this Agreement. The Company Trust shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share Shares represents substantially the same interest in the Company asTrust, and has the same dividend rate asrate, and has other characteristics as similar as possible to, to one share of Common StockShare. The term “Common Share” "COMMON STOCK" whenever it is used in this Agreement means both a share of Common Stock Share and a Common Equivalent Share.

Use of Common Equivalent Shares. In the event that (x) the number of shares of Common Stock which are authorized by the Company’s charter'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) and (y) the Board of Directors does not exercise its power to increase the number of authorized shares), then: (A) The the 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 number of shares of Available Common Stock, then (i) first, the shares of 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 number of shares quantity of Available Common Stock and (ii) second, each Right shall additionally entitle its holder to (x) purchase a fraction of a share of Preferred Stock which when multiplied by 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 Common Stock purchasable with each Right after the allocation specified above in clause (i) from the 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 in Section 11(c)(1)) as of the date of substitution of cash for such Shares, or (z) receive any combination of the foregoing so long as each Right entitles its holder to receive the same amount of fractional shares of Preferred Stock and cash. (C) 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 shall be deemed to be a “"Common Equivalent Share” " for purposes of this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share represents substantially the same interest in the Company asCompany, and has the same dividend rate asrate, and has other characteristics as similar as possible to, to one share of 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. In the event that (x) the number of shares of Common Stock which are authorized by the Company’s charter'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) and (y) the Board of Directors does not exercise its power to increase the number of authorized shares), then: (A) The the 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 number of shares of Available Common Stock, then (i) first, the shares of 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 number of shares quantity of Available Common Stock and (ii) second, each Right shall additionally entitle its holder to (x) purchase a fraction of a share of Preferred Stock which when multiplied by 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 Common Stock purchasable with each Right after the allocation specified above in clause (i) from the 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 in Section 11(c)(1)) as of the date of substitution of cash for such Shares, or (z) receive any combination of the foregoing so long as each Right entitles its holder to receive the same amount of fractional shares of Preferred Stock and cash. (C) 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 shall be deemed to be a “Common Equivalent Share” for purposes of this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share represents substantially the same interest in the Company as, and has the same dividend rate as, and has other characteristics as similar as possible to, one share of 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.the

Use of Common Equivalent Shares. In the event that (x) the number of shares of Common Stock which are authorized by the Company’s charter's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights (“Available AAvailable Common Stock”Stock@) is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b) and (y) the Board of Directors does not exercise its power to increase the number of authorized shares), then: (A) The the 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 an 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 an number of shares not in excess of the number of shares of Available Common Stock, then (i) first, the shares of 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 number of shares quantity of Available Common Stock and (ii) second, each Right shall additionally entitle its holder to (x) purchase a fraction of a share of Preferred Stock which when multiplied by 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 Common Stock purchasable with each Right after the allocation specified above in clause (i) from the 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”)Stock. (C) The fraction of a share of Preferred Stock Share equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied shall be deemed to be a “Common ACommon Equivalent Share” Share@ for purposes of this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share represents substantially the same interest in the Company asCompany, and has the same dividend rate asrate, and has other characteristics as similar as possible to, to one share of Common Stock. The term “Common Share” ACommon 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 upon for issuances caused by exercise of the Rights and except for issuances required by Section 11(c) or Section 11(d)(6).