Common use of Conversion Rate Adjustments Clause in Contracts

Conversion Rate Adjustments. The Conversion Rate shall be adjusted from time to time by the Company as follows, except that the Company shall not make any adjustment if holders of Securities may participate, as a result of holding the Securities, in the transaction described without having to convert their Securities. (a) If the Company, at any time or from time to time while any of the Securities are outstanding, pays a dividend or make a distribution in Common Shares to all holders of its outstanding Common Shares, or if the Company subdivides or combines its Common Shares then the Conversion Rate will be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS0 = the number of Common Shares outstanding immediately prior to such event OS' = the number of Common Shares outstanding immediately after such event Such adjustment shall become effective immediately after the opening of business on the day following the Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combination. If any dividend or distribution of the type described in this Section 13.4(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. (b) If the Company, at any time or from time to time while any of the Securities are outstanding, issues to all or substantially all holders of its outstanding Common Shares certain rights or warrants to purchase Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) at a price per share (or having a conversion, exchange or exercise price per share) less than the Closing Sale Price of Common Shares on the Record Date for shareholders entitled to receive such rights and warrants, which rights or warrants are exercisable for not more than 60 days, the Conversion Rate shall be adjusted based on the following formula (provided that the Conversion Rate shall be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): where, CR0 = the Conversion Rate in effect immediately prior to such event CR' = the Conversion Rate in effect immediately after such event OS0 = the number of Common Shares outstanding on the close of business on the next Business Day following such Record Date X = the total number of Common Shares issuable pursuant to such rights Y = the number of Common Shares equal to the aggregate offering price that the total number of shares so offered would purchase at such Closing Sale Price of Common Shares on the Record Date of such issuance determined by multiplying such total number of shares so offered by the exercise price of such rights or warrants and dividing the product so obtained by such Closing Sale Price. Such adjustment shall become effective immediately after the opening of business on the day following the date of announcement of such issuance. To the extent that Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) actually delivered. In the event that such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase Common Shares at less than such Closing Sale Price, and in determining the aggregate offering price of such Common Shares, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company. For the purposes of this Section 13.4(b), rights or warrants distributed by the Company to all holders of its Common Shares entitling them to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (1) are deemed to be transferred with such Common Shares; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 13.4(b) (and no adjustment to the Conversion Price under this Section 13.4(b) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 13.4(b). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 13.4(b) was made, (1) in the case of any such rights or warrants which shall all have been redeemed or purchased without exercise by any Holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder of Common Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Shares as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. (c) If the Company, at any time or from time to time while the Securities are outstanding, distributes to all or substantially all holders of its Common Shares, Common Shares of the Company, evidences of its indebtedness or assets, including securities, but excluding: (i) dividends or distributions referred to in Section 13.4(a); (ii) rights or warrants referred to in Section 13.4(b); and (iii) dividends or distributions referred to in Section 13.4(d); then the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution SP0 = the Current Market Price of Common Shares on the Record Date for such distribution FMV = the fair market value (as determined by the Board of Directors of the Company) of the Common Shares, evidences of indebtedness, assets or property distributed with respect to each outstanding Common Share on the Record Date for such distribution Such adjustment shall become effective immediately prior to the opening of business on the day following the Record Date for such distribution. If the Board of Directors of the Company determines the fair market value of any distribution for purposes of this Section 13.4(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Shares. To the extent that the Company has a rights plan in effect upon conversion of the Securities into Common Shares, a Holder shall receive, in addition to the Common Shares, the rights under the rights plan unless the rights have separated from the Common Shares at the time of conversion, in which case the Conversion Rate will be adjusted as if the Company distributed to all holders of Common Shares, Common Shares, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. With respect to an adjustment pursuant to this Section 13.4(c) where there has been a payment of a dividend or other distribution on the Common Shares or common shares of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "Spin-Off"), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the effective date fixed for determination of shareholders entitled to receive the distribution shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution FMV0 = the average of the Closing Sale Prices of the Common Shares or similar equity interest distributed to holders of Common Shares applicable to one common share over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted MP0 = the average of the Closing Sale Prices of Common Shares over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted The adjustment to the Conversion Rate under the preceding paragraph will occur on the fourteenth Trading Day after the date on which "Ex-Dividend Trading" commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted. (d) If any cash dividend or other distribution is made to all or substantially all holders of Common Shares, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect on the Record Date for such distribution CR' = the Conversion Rate in effect immediately after the Record Date for such distribution SP0 = the Current Market Price of one of the Common Shares on the Record Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Shares. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Shares to the extent that the cash and value of any other consideration included in the payment per Common Share exceeds the Current Market Price per Common Share on the Trading Day immediately preceding the date such tender offer or exchange offer is announced, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the fair market value (as determined by the Board of Directors) of the aggregate consideration paid or payable for shares purchased in such tender or exchange offer OS0 = the number of Common Shares outstanding on the Trading Day immediately preceding the date such tender or exchange offer is announced OS' = the number of Common Shares outstanding less any shares purchased in the tender or exchange offer at the time such tender or exchange offer expires SP' = the Current Market Price of Common Shares on the Trading Day immediately preceding the date such tender or exchange offer is announced. If the Company is obligated to repurchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange had not been made. (f) For purposes of this Section 13.4, the following terms shall have the meaning indicated:

Conversion Rate Adjustments. The Conversion Rate shall be adjusted from time to time by the Company as follows, except that Corporation in accordance with the Company shall not make any adjustment if holders provisions of Securities may participate, as a result of holding the Securities, in the transaction described without having to convert their Securitiesthis Section 9. (a) If the Company, at any time or from time to time while any of the Securities are outstanding, pays Corporation shall hereafter pay a dividend or make a distribution in Common Shares to all holders of its the outstanding Common SharesStock in shares of Common Stock, or if the Company subdivides or combines its Common Shares then the Conversion Rate will be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to at the opening of business on the date following the Record Date shall be increased by multiplying such event CR' = the Conversion Rate in effect immediately after such event OS0 = by a fraction, (i) the numerator of which shall be the sum of the number of shares of Common Shares Stock outstanding immediately prior to at the close of business on such event OS' = Record Date and the total number of shares of Common Stock constituting such dividend or other distribution; and (ii) the denominator of which shall be the number of shares of Common Shares Stock outstanding immediately after at the close of business on such event Record Date. Such adjustment increase shall become effective immediately after the opening of business on the day following the such Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combinationDate. If any dividend or distribution of the type described in this Section 13.4(a8(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which that would then be in effect if such dividend or distribution had not been declared. (b) If the Company, at any time or from time to time while any of the Securities are outstanding, issues to all or substantially all holders of its outstanding Common Shares certain Corporation shall issue rights or warrants to all holders of any class of Common Stock entitling them (for a period expiring within forty-five (45) days after the Record Date for such issuance) to subscribe for or purchase shares of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) Stock at a price per share (or having a conversion, exchange or exercise price per share) less than the Closing Sale Current Market Price of Common Shares on the Record Date for shareholders entitled to receive such rights and warrants, which rights or warrants are exercisable for not more than 60 daysissuance, the Conversion Rate shall be adjusted based on the following formula (provided so that the Conversion Rate same shall be readjusted to equal the extent that such rights or warrants are not exercised prior to their expiration): where, CR0 = rate determined by multiplying the Conversion Rate in effect immediately prior to such event CR' = Record Date by a fraction, (i) the Conversion Rate in effect immediately after such event OS0 = numerator of which shall be the number of shares of Common Shares Stock outstanding on at the close of business on the next Business Day following such Record Date X = plus the total number of additional shares of Common Shares issuable pursuant to such rights Y = Stock so offered for subscription or purchase; and (ii) the denominator of which shall be the number of shares of Common Shares equal to Stock outstanding at the close of business on such Record Date plus the number of shares which the aggregate offering price that of the total number of shares so offered for subscription or purchase would purchase at such Closing Sale Price of Common Shares on the Record Date of such issuance determined by multiplying such total number of shares so offered by the exercise price of such rights or warrants and dividing the product so obtained by such Closing Sale Current Market Price. Such adjustment shall become effective immediately after the opening of business on the day following the date of announcement of such issuanceRecord Date. To the extent that shares of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) Stock are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which that would then be in effect had the adjustments adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) Stock actually delivered. In the event that If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which that would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants Record Date had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Shares Stock at less than such Closing Sale Current Market Price, and in determining the aggregate offering price of such shares of Common SharesStock, there shall be taken into account any consideration received by the Corporation for such rights or warrants and any amount payable on exercise or conversion thereof, the value Fair Market Value of such consideration, if other than cash, to be determined in good faith by the Board of Directors Directors, whose determination shall be conclusive. (c) If the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Company. For Conversion Rate in effect at the purposes opening of this Section 13.4(b)business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, rights and conversely, if the outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or warrants distributed reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) If the Corporation shall, by the Company dividend or otherwise, distribute to all holders of its Common Shares Stock shares of any class of Capital Stock of the Corporation (other than any dividends or distributions to which Section 9(a) applies) or evidences of its indebtedness or assets (including securities, but excluding (i) any rights or warrants referred to in 9(b) or (ii) any dividend or distribution (x) paid exclusively in cash or (y) referred to in Section 9(a) or Section 9(g) (any of the foregoing, subject to the exclusions specified in clauses (i) and (ii) of the immediately preceding parenthetical, hereinafter referred to in this Section 9(d) as the “Distributed Property”), then, in each such case, the Conversion Rate shall be adjusted so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Record Date with respect to such distribution by a fraction, (i) the numerator of which shall be the Current Market Price on such Record Date; and (ii) the denominator of which shall be the Current Market Price on such Record Date less the Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive, and described in a resolution of the Board of Directors) on such Record Date of the portion of the Distributed Property applicable to one share of Common Stock (determined on the basis of the number of shares of the Common Stock outstanding on such Record Date). Such adjustment shall become effective immediately prior to the opening of business on the day following such Record Date; provided that if the then Fair Market Value (as so determined by the Board of Directors) of the portion of the Distributed Property applicable to one share of Common Stock is equal to or greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Convertible Perpetual Preferred Stock shall have the right to receive upon conversion the amount of Distributed Property such holder would have received had such holder converted each share of its Convertible Perpetual Preferred Stock on the Record Date. To the extent that any of the Distributed Property is not distributed, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustment made been made on the basis of only the Distributed Property actually distributed. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 9(d) by reference to the trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price on the applicable Record Date. Rights or warrants distributed by the Corporation to all holders of Common Stock entitling them the holders thereof to subscribe for or purchase shares of the Company's capital stock Corporation’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("“Trigger Event"”): (1i) are deemed to be transferred with such shares of Common SharesStock; (2ii) are not exercisable; and (3iii) are also issued in respect of future issuances of Common SharesStock, shall be deemed not to have been distributed for purposes of this Section 13.4(b9(d) (and no adjustment to the Conversion Price Rate under this Section 13.4(b9(d) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 13.4(b9(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenture, warrant are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 13.4(b9(d) was made, (1) in the case of any such rights or warrants which that shall all have been redeemed or purchased repurchased without exercise by any Holders holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase repurchase price received by a holder or holders of Common Shares Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Shares Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such expired or terminated rights and warrants had not been issued. (c. For purposes of this Section 9(d), Section 9(a) If the Companyand Section 9(b), at any time dividend or from time distribution to time while the Securities are outstandingwhich this Section 9(d) is applicable that also includes shares of Common Stock, distributes to all or substantially all holders of its Common Shares, Common Shares of the Company, evidences of its indebtedness or assets, including securities, but excluding: (i) dividends or distributions referred to in Section 13.4(a); (ii) rights or warrants referred to in Section 13.4(bsubscribe for or purchase shares of Common Stock (or both); and (iii) dividends or distributions referred to in Section 13.4(d); then the Conversion Rate , shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior deemed instead to such be (1) a dividend or distribution CR' = the Conversion Rate in effect immediately after such distribution SP0 = the Current Market Price of Common Shares on the Record Date for such distribution FMV = the fair market value (as determined by the Board of Directors of the Company) of the Common Shares, evidences of indebtedness, assets or property distributed shares of Capital Stock other than such shares of Common Stock or rights or warrants, as to which any Conversion Rate adjustment required by this Section 9(d) with respect to each such dividend or distribution shall then be made, immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants, as to which any further Conversion Rate adjustment required by Sections 9(a) and 9(b) with respect to such dividend or distribution shall then be made, except any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on such Record Date” within the meaning of Sections 9(a) and 9(b). (e) If the Corporation shall, make a distribution consisting exclusively of cash to all holders of its Common Share Stock (excluding any dividend or distribution in connection with the Corporation’s liquidation, dissolution or winding up), the Conversion Rate will be adjusted by multiplying the applicable Conversion Rate by a fraction, (i) the numerator of which shall be the Current Market Price on such Record Date; and (ii) the denominator of which shall be the Current Market Price on such Record Date for such distribution less the amount of cash so distributed applicable to one share of Common Stock. Such adjustment shall become be effective immediately prior to the opening of business on the day following the Record Date for such distribution. If Date; provided that if the Board of Directors portion of the Company determines the fair market value cash so distributed applicable to one share of any distribution for purposes of this Section 13.4(c) by reference Common Stock is equal to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing greater than the Current Market Price on the record date, in lieu of the Common Sharesforegoing adjustment, adequate provision shall be made so that each holder of Convertible Perpetual Preferred Stock shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each share of Convertible Perpetual Preferred Stock on the Record Date. To the extent that the Company has a rights plan in effect upon conversion of the Securities into Common Shares, a Holder shall receive, in addition to the Common Shares, the rights under the rights plan unless the rights have separated from the Common Shares at the time of conversion, in which case the Conversion Rate will be adjusted as if the Company distributed to all holders of Common Shares, Common Shares, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. With respect to an adjustment pursuant to this Section 13.4(c) where there has been a payment of a dividend or other distribution on the Common Shares or common shares of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "Spin-Off"), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the effective date fixed for determination of shareholders entitled to receive the distribution shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution FMV0 = the average of the Closing Sale Prices of the Common Shares or similar equity interest distributed to holders of Common Shares applicable to one common share over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted MP0 = the average of the Closing Sale Prices of Common Shares over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted The adjustment to the Conversion Rate under the preceding paragraph will occur on the fourteenth Trading Day after the date on which "Ex-Dividend Trading" commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted. (d) If any cash dividend or other distribution is made to all or substantially all holders of Common Sharesnot made, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = readjusted to the Conversion Rate that would then be in effect had the adjustment made been made on the Record Date for such distribution CR' = basis of only the Conversion Rate in effect immediately after the Record Date for such distribution SP0 = the Current Market Price of one of the Common Shares on the Record Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Shares. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if distribution actually made. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ef) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Shares to the extent that the cash and value of any other consideration included in the payment per Common Share exceeds the Current Market Price per Common Share on the Trading Day immediately preceding the date such tender offer or exchange offer is announced, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' = made by the Conversion Rate in effect on Corporation or any Subsidiary for all or any portion of the day next succeeding Common Stock shall require the date such tender or exchange offer expires AC = the fair market value payment to stockholders of consideration per share of Common Stock having a Fair Market Value (as determined by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors) that, as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds the Closing Sale Price of a share of Common Stock on the Trading Day next succeeding the Expiration Time, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Expiration Time by a fraction, (i) the numerator of which shall be the sum of (x) the Fair Market Value (determined as aforesaid) of the aggregate consideration paid or payable for shares purchased to stockholders based on the acceptance (up to any maximum specified in such the terms of the tender or exchange offer OS0 = offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Shares Stock outstanding (less any Purchased Shares) at the Expiration Time and the Closing Sale Price of a share of Common Stock on the Trading Day immediately preceding next succeeding the date such tender or exchange offer is announced OS' = Expiration Time; and (ii) the denominator of which shall be the number of shares of Common Shares Stock outstanding less (including any shares purchased in the tender or exchange offer Purchased Shares) at the time such tender or exchange offer expires SP' = Expiration Time multiplied by the Current Market Closing Sale Price of a share of Common Shares Stock on the Trading Day next succeeding the Expiration Time. Such adjustment shall become effective immediately preceding prior to the date such tender or exchange offer is announcedopening of business on the day following the Expiration Time. If the Company Corporation or any such Subsidiary, as the case may be, is obligated to repurchase purchase shares pursuant to any such tender or exchange offer, but the Company Corporation or any such Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. (fg) For purposes If the Corporation pays a dividend or makes a distribution to all holders of this Section 13.4its Common Stock consisting of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation, the following terms Conversion Rate shall have be increased so that the meaning indicated:same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Record Date with respect to such distribution by a fraction, (i) the numerator of which shall be the sum of (A) the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and including the fifth Trading Day after the date on which “ex-dividend trading” commences for such dividend or distribution on The New York Stock Exchange or such other national or regional exchange or market on which such securities are then listed or quoted (the “Ex-Dividend Date”) plus (B) the fair market value of the securities distributed in respect of each share of Common Stock, which shall equal the number of securities distributed in respect of each share of Common Stock multiplied by the average of the Closing Sale Prices of those distributed securities for the ten (10) Trading Days commencing on and including the fifth Trading Day after the Ex-Dividend Date; and (ii) the denominator of which shall be the average of the Closing Sale Prices of the Common Stock for the ten (10) Trading Days commencing on and includin

Conversion Rate Adjustments. The Conversion Rate shall be adjusted subject to adjustment from time to time by the Company as follows, except that the Company shall not make any adjustment if holders of Securities may participate, as a result of holding the Securities, in the transaction described without having to convert their Securities.: (a) If the CompanyCompany shall, at any time or and from time to time while any of the Securities Series U Debentures are outstanding, pays a dividend issue dividends or make a distribution distributions on the Common Stock payable in shares of the Common Shares to all holders of its outstanding Common SharesStock, or if the Company subdivides or combines its Common Shares then the Conversion Rate will shall be adjusted based on increased so that the following formula: where, CR0 = same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to 9:00 a.m., New York City time (the “Open of Business”) on the Ex-Date for such event CR' = dividend or distribution by a fraction: (i) the Conversion Rate in effect immediately after such event OS0 = numerator of which shall be the number of Common Shares outstanding immediately prior to such event OS' = the number shares of Common Shares Stock outstanding immediately after such event Such adjustment shall become effective immediately after at the opening Close of business Business on the day following Business Day immediately preceding the Record Ex-Date for such dividend or distribution, plus the total number of shares of Common Stock constituting such dividend or distribution; and (ii) the date fixed for determination denominator of which shall be the number of shares of Common Stock outstanding at the Close of Business on the Business Day immediately preceding such Ex-Date. Such increase shall become effective immediately after the Open of Business on the Ex-Date for such share split dividend or share combinationdistribution. For the purpose of this paragraph (a), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company. If any dividend or distribution of the type described in this Section 13.4(a3(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which would then be in effect if such dividend or distribution had not been declared. In no event shall the Conversion Rate be decreased pursuant to this Section 3(a). (b) If the CompanyCompany shall, at any time or from time to time while any of the Securities Series U Debentures are outstanding, issues distribute to all or substantially all holders of its outstanding Common Shares certain rights Stock rights, options or warrants to purchase shares of Common Shares (or securities convertible into or exchangeable or exercisable Stock for Common Shares) a period expiring within 45 days of the record date for such distribution at a price per share (or having a conversion, exchange or exercise price per share) less than the average of the Closing Sale Price Prices of Common Shares on Stock for the Record Date for shareholders entitled to receive ten consecutive Trading Days immediately preceding the first public announcement of such rights and warrantsdistribution, which rights or warrants are exercisable for not more than 60 days, then the Conversion Rate shall be adjusted based on the following formula (provided increased so that the Conversion Rate same shall be readjusted to equal the extent that such rights or warrants are not exercised prior to their expiration): where, CR0 = rate determined by multiplying the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Date for such event CR' = distribution by a fraction: (i) the Conversion Rate in effect immediately after such event OS0 = numerator of which shall be the number of shares of Common Shares Stock outstanding at the Close of Business on the close of business on the next Business Day following immediately preceding the Ex-Date for such Record Date X = distribution, plus the total number of additional shares of Common Shares issuable pursuant to such rights Y = Stock so offered for purchase; and (ii) the denominator of which shall be the number of shares of Common Shares equal to Stock outstanding on the Close of Business on the Business Day immediately preceding the Ex-Date for such distribution, plus the number of shares of Common Stock that the aggregate offering price that of the total number of shares of Common Stock so offered would purchase at such Closing Sale the Current Market Price (as defined below) of Common Shares Stock on the Record Date of first public announcement date for such issuance distribution (determined by multiplying such total number of shares of Common Stock so offered by the exercise price of such rights rights, options or warrants and dividing the product so obtained by such Closing Sale Current Market Price). Such adjustment shall be successively made whenever any such rights, options or warrants are issued, and shall become effective immediately after the opening Open of business Business on the day following the date of announcement of Ex-Date for such issuancedistribution. To the extent that shares of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) Stock are not delivered pursuant to such rights or warrants, upon after the expiration or termination of such rights rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which that would then be in effect had the adjustments made upon the issuance of such rights rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) Stock actually delivered. If such rights, options or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if the Ex-Date for such distribution had not occurred. In determining whether any rights, options or warrants entitle the holders to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices of Common Stock for the ten consecutive Trading Days immediately preceding the first public announcement of such distribution, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors (whose determination shall be conclusive, and described in a resolution of the Board of Directors). In no event shall the Conversion Rate be decreased pursuant to this Section 3(b). If the Company elects to make a distribution described in this Section 3(b) that has a per share of Common Stock value equal to more than 15% of the Closing Price of the Common Stock on the day preceding the first public announcement of such distribution, the Company shall give notice to the Holders at least 50 Business Days prior to the Ex-Date for such distribution. (c) If the Company shall, at any time or from time to time while any of the Series U Debentures are outstanding, subdivide or reclassify outstanding shares of Common Stock into a greater number of shares of Common Stock, then the Conversion Rate in effect at the Open of Business on the day upon which such subdivision or reclassification becomes effective shall be proportionately increased, and conversely, if the Company shall, at any time or from time to time while any of the Series U Debentures are outstanding, combine or reclassify outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the Conversion Rate in effect at the Open of Business on the day upon which such combination or reclassification becomes effective shall be proportionately decreased. In each such case, the Conversion Rate shall be adjusted by multiplying such Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such subdivision, reclassification or combination and the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to such subdivision, reclassification or combination. Such increase or reduction (solely in the case of any combination or reclassification of outstanding shares of Common Stock into a smaller number of shares of Common Stock), as the case may be, shall become effective immediately after the Open of Business on the day upon which such subdivision, reclassification or combination becomes effective. (d) If the Company shall, at any time or from time to time while any of the Series U Debentures are outstanding, distribute to all holders of Common Stock any of its Capital Stock (as defined below), assets (including shares of any subsidiary of the Company or business unit of the Company), or debt securities or rights to purchase securities of the Company (excluding (i) any dividends or distributions described in Section 3(a), (ii) any rights, options or warrants described in Section 3(b) and (iii) any dividends or distributions described in Section 3(e) or Section 3(f) (such Capital Stock, assets, debt securities or rights to purchase securities of the Company hereinafter in this Section 3(d) called the “Distributed Assets”)), then the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the Open of Business on the Ex-Date for such distribution by a fraction: (i) the numerator of which will be the Current Market Price of Common Stock on the Business Day immediately preceding the Ex-Date for such distribution, and (ii) the denominator of which will be the Current Market Price of Common Stock on the Business Day immediately preceding the Ex-Date for such distribution, minus the Fair Market Value (as defined below), as determined by the Board of Directors in a Board Resolution, of the portion of Distributed Assets so distributed applicable to one share of Common Stock. Such increase shall become effective immediately after the Open of Business on the Ex-Date for such distribution; provided that if “the Fair Market Value, as determined by the Board of Directors in a Board Resolution, of the portion of Distributed Assets so distributed applicable to one share of Common Stock” as set forth above is equal to or greater than “the Current Market Price of Common Stock on the Business Day immediately preceding the Ex-Date for such distribution” as set forth above, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall receive on the date on which the Distributed Assets are distributed to holders of Common Stock, for each $25.00 principal amount of Series U Debentures, the amount of Distributed Assets such Holder would have received on the record date for such distribution had such Holder owned a number of shares of Common Stock equal to the Conversion Rate as of the Ex-Date for such distribution. In the event that such rights or warrants are distribution is not so issuedmade, the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants distribution had not been fixeddeclared. In determining whether any rights or warrants entitle no event shall the holders Conversion Rate be decreased pursuant to subscribe for or purchase Common Shares at less than such Closing Sale Price, and in determining the aggregate offering price of such Common Shares, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration, if other than cash, to be determined in good faith by this Section 3(d). If the Board of Directors determines the Fair Market Value of the Company. For the any distribution for purposes of this Section 13.4(b3(d) by reference to the actual or when issued trading market for any Distributed Assets comprising all or part of such distribution, it must in doing so consider the prices in such market over the same period (the “Reference Period”) used in computing the Current Market Price for purposes of clause (i) above, unless the Board of Directors determines in good faith that determining the Fair Market Value during the Reference Period would not be in the best interest of the Holders. Notwithstanding anything to the contrary in this Section 3(d), rights if the Company distributes Capital Stock of, or similar equity interests in, a subsidiary of the Company or other business unit of the Company (a “Spin-Off”), then, in lieu of the adjustment set forth above, the Conversion Rate shall be increased so that the same shall equal the rate determined by multiplying the Conversion Rate in effect immediately after the Close of Business on the fifteenth Trading Day immediately following the Ex-Date for such Spin-Off by a fraction: (i) the numerator of which will be the sum of (A) the average of the Closing Prices of Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the ten consecutive Trading Day period immediately following, and including, the fifth Trading Day after the Ex-Date for the Spin-Off and (B) the average of the Closing Prices of Common Stock over the ten consecutive Trading Day period immediately following, and including, the fifth Trading Day after the Ex-Date for the Spin-Off; and (ii) the denominator of which is the average of the Closing Prices of Common Stock over the ten consecutive Trading Day period immediately following, and including, the fifth Trading Day after the Ex-Date for the Spin-Off. In no event shall the Conversion Rate be decreased pursuant to this Section 3(d). If the Company elects to make a distribution described in this Section 3(d) that has a per share of Common Stock value equal to more than 15% of the Closing Price of the Common Stock on the day preceding the first public announcement of such distribution, the Company shall give notice to Holders at least 50 Business Days prior to the Ex-Date for such distribution. Rights or warrants distributed by the Company to all holders of its Common Shares Stock entitling them the holders thereof to subscribe for or purchase shares of the Company's capital stock ’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("“Trigger Event"”): (1i) are deemed to be transferred with such shares of Common SharesStock; (2ii) are not exercisable; and (3iii) are also issued in respect of future issuances of Common SharesStock, shall be deemed not to have been distributed for purposes of this Section 13.4(b) hereof (and no adjustment to the Conversion Price under this Section 13.4(b) Rate will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under pursuant to the first adjustment formula in this Section 13.4(bparagraph (d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Indenturehereof, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 13.4(b) was made, (1) in the case of any such rights or warrants which that shall all have been redeemed or purchased repurchased without exercise by any Holders holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase repurchase price received by a holder or holders of Common Shares Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Shares Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued. . For purposes of paragraphs (ca), (b) If the Companyand (d), at any time dividend or from time distribution to time while the Securities are outstandingwhich paragraph (d) is applicable that also includes shares of Common Stock, distributes to all or substantially all holders of its Common Shares, Common Shares of the Company, evidences of its indebtedness or assets, including securities, but excluding: (i) dividends or distributions referred to in Section 13.4(a); (ii) rights or warrants referred to in Section 13.4(bsubscribe for or purchase shares of Common Stock (or both); and (iii) dividends or distributions referred to in Section 13.4(d); then the Conversion Rate , shall be adjusted based on the following formuladeemed instead to be: where, CR0 = the Conversion Rate in effect immediately prior to such (1) a dividend or distribution CR' = the Conversion Rate in effect immediately after such distribution SP0 = the Current Market Price of Common Shares on the Record Date for such distribution FMV = the fair market value (as determined by the Board of Directors of the Company) of the Common Shares, evidences of indebtedness, assets or property distributed shares of capital stock other than such shares of Common Stock or rights or warrants (and any Conversion Rate adjustment required by paragraph (d) with respect to each outstanding Common Share on the Record Date for such dividend or distribution Such adjustment shall become effective then be made), immediately prior to the opening of business on the day following the Record Date for such distribution. If the Board of Directors of the Company determines the fair market value of any distribution for purposes of this Section 13.4(cfollowed by (2) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Shares. To the extent that the Company has a rights plan in effect upon conversion of the Securities into Common Shares, a Holder shall receive, in addition to the Common Shares, the rights under the rights plan unless the rights have separated from the Common Shares at the time of conversion, in which case the Conversion Rate will be adjusted as if the Company distributed to all holders of Common Shares, Common Shares, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. With respect to an adjustment pursuant to this Section 13.4(c) where there has been a payment of a dividend or other distribution of such shares of Common Stock or such rights or warrants (and any further Conversion Rate adjustment required by paragraphs (a) and (b) with respect to such dividend or distribution shall then be made), except any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the Close of Business on the Common Shares or common shares of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "Spin-Off"), Business Day immediately preceding the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the effective date fixed for determination of shareholders entitled to receive the distribution shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution FMV0 = the average of the Closing Sale Prices of the Common Shares or similar equity interest distributed to holders of Common Shares applicable to one common share over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted MP0 = the average of the Closing Sale Prices of Common Shares over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted The adjustment to the Conversion Rate under the preceding paragraph will occur on the fourteenth Trading Day after the date on which "Ex-Dividend Trading" commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted. (d) If any cash dividend or other distribution is made to all or substantially all holders of Common Shares, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect on the Record Date for such distribution CR' = the Conversion Rate in effect immediately after the Record Date for such distribution SP0 = the Current Market Price of one of the Common Shares on the Record Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Shares. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution is not paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Shares to the extent that the cash and value of any other consideration included in the payment per Common Share exceeds the Current Market Price per Common Share on the Trading Day immediately preceding the date such tender offer or exchange offer is announced, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect on the date such tender or exchange offer expires CR' = the Conversion Rate in effect on the day next succeeding the date such tender or exchange offer expires AC = the fair market value (as determined by the Board of Directors) of the aggregate consideration paid or payable for shares purchased in such tender or exchange offer OS0 = the number of Common Shares outstanding on the Trading Day immediately preceding the date such tender or exchange offer is announced OS' = the number of Common Shares outstanding less any shares purchased in the tender or exchange offer at the time such tender or exchange offer expires SP' = the Current Market Price of Common Shares on the Trading Day immediately preceding the date such tender or exchange offer is announced. If the Company is obligated to repurchase shares pursuant to any such tender or exchange offer, but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange had not been made. (f) For purposes of this Section 13.4, the following terms shall have ” within the meaning indicated:of paragraph (a).

Conversion Rate Adjustments. The Conversion Rate shall be adjusted from time to time by the Company as follows, except that the Company shall not make any adjustment if holders of Securities may participate, as a result of holding the Securities, in the transaction described without having to convert their Securities.: (a) If the Company, at any time or from time to time while any of the Securities are outstanding, pays Company issues Common Shares as a dividend or make a distribution in on Common Shares to all holders of its outstanding Common Shares, or if the Company subdivides effects a share split or combines its Common Shares then share combination, the Conversion Rate will be adjusted based on the following formula: where, where CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to such event CR' CR1 = the new Conversion Rate in effect immediately after taking such event into account OS0 = the number of Common Shares outstanding immediately prior to such event OS' OS1 = the number of Common Shares outstanding immediately after such event Such event. Any adjustment made pursuant to this clause (a) shall become effective on the date that is immediately after the opening of business on the day following the Record Date for such dividend or distribution, or (x) the date fixed for the determination for of shareholders entitled to receive such share dividend or other distribution or (y) the date on which such split or share combinationcombination becomes effective, as applicable. If any dividend or distribution of the type described in this Section 13.4(aclause (a) is declared but not so paid or made, the new Conversion Rate shall again be adjusted readjusted to the Conversion Rate which that would then be in effect if such dividend or distribution had not been declared. (b) If the Company, at any time or from time to time while any of the Securities are outstanding, Company issues to all holders of Common Shares any rights, warrants, options or substantially other securities entitling them for a period of not more than 45 days after the date of issuance thereof to subscribe for or purchase Common Shares, or if the Company issues to all holders of its outstanding Common Shares certain rights or warrants to purchase Common Shares (or securities convertible into or exchangeable or exercisable Common Shares for Common Shares) a period of not more than 45 days after the date of issuance thereof, in either case at a price per share (or having a conversion, exchange or an exercise price per share) Common Share or a conversion price per Common Share less than the Closing Sale Price of the Common Shares on the Record Date for shareholders entitled to receive Business Day preceding the time of announcement of such rights and warrants, which rights or warrants are exercisable for not more than 60 daysissuance, the Conversion Rate shall will be adjusted based on the following formula (provided that the Conversion Rate shall be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): where, formula: where CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to such event CR' CR1 = the new Conversion Rate in effect immediately after taking such event into account OS0 = the number of Common Shares outstanding on the close of business on the next Business Day following immediately prior to such Record Date event X = the total number of Common Shares issuable pursuant to such rights rights, warrants, options, other securities or convertible securities Y = the number of Common Shares equal to the quotient of (A) the aggregate offering price that payable to exercise such rights, warrants, options, other securities or convertible securities and (B) the total number average of shares so offered would purchase at such the Closing Sale Price Prices of the Common Shares on for the Record Date of such issuance determined by multiplying such total number of shares so offered by 10 consecutive Trading Days prior to the exercise price of such rights or warrants and dividing the product so obtained by such Closing Sale Price. Such adjustment shall become effective immediately after the opening of business on the day following Business Day preceding the date of announcement of such issuance. To the extent that Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjustments made upon the issuance of such rights rights, warrants, options, other securities or warrants been made on the basis convertible securities. For purposes of the delivery of only the number of Common Shares this clause (or securities convertible into or exchangeable or exercisable for Common Shares) actually delivered. In the event that such rights or warrants are not so issuedb), the Conversion Rate shall again be adjusted to be the Conversion Rate which would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights rights, warrants, options, other securities or warrants convertible securities entitle the holders to subscribe for or purchase purchase, or exercise a conversion right for, Common Shares at less than such the applicable Closing Sale PricePrice of the Common Shares, and in determining the aggregate offering exercise or conversion price of payable for such Common Shares, there shall be taken into account any consideration received by the Company for such rights rights, warrants, options, other securities or warrants convertible securities and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of the Company. For the purposes of this Section 13.4(b), rights or warrants distributed by the Company to all holders of its Common Shares entitling them to subscribe for or purchase shares of the Company's capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("Trigger Event"): (1) are deemed to be transferred with such Common Shares; (2) are not exercisable; and (3) are also issued in respect of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 13.4(b) (and no adjustment to the Conversion Price under this Section 13.4(b) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 13.4(b). If any such right or right, warrant, including any such existing rights option, other security or warrants distributed convertible security described in this clause (b) is not exercised or converted prior to the date of this Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights exercisability or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 13.4(b) was made, (1) in the case of any such rights or warrants which shall all have been redeemed or purchased without exercise by any Holders convertibility thereof, the new Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price received by a holder of Common Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Shares as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall that would then be readjusted as in effect if such rights and warrants right, warrant, option, other security or convertible security had not been so issued. (c) If the CompanyCompany distributes capital shares, at any time evidences of indebtedness or from time other assets or property of the Company to time while the Securities are outstanding, distributes to all or substantially all holders of its Common Shares, Common Shares of the Company, evidences of its indebtedness or assets, including securities, but excluding: (i) dividends dividends, distributions, rights, warrants, options, other securities or distributions convertible securities referred to in Section 13.4(a);clause (a) or (b) above, (ii) rights dividends or warrants referred to distributions paid exclusively in Section 13.4(b); cash, and (iii) dividends or distributions referred to Spin-Offs described below in Section 13.4(dthis clause (c); , then the Conversion Rate shall will be adjusted based on the following formula: where, where CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to such distribution CR' event CR1 = the new Conversion Rate in effect immediately after taking such distribution event into account SP0 = the Current Market Closing Sale Price of the Common Shares on the Record Date Trading Day preceding the ex-dividend date for such distribution FMV = the fair market value (as determined in good faith by the Board of Directors of the Company) of the Common Sharescapital shares, evidences of indebtedness, assets or property distributed with respect to each outstanding Common Share on the Record Date earlier of the record date or the ex-dividend date for such distribution. An adjustment to the Conversion Rate made pursuant to the immediately preceding clause shall be made successively whenever any such distribution Such adjustment is made and shall become effective immediately prior to the opening of business on the day following the Record Date ex-dividend date for such distribution. If the Board of Directors of the Company determines the fair market value of any distribution for purposes of this Section 13.4(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Common Shares. To the extent that the Company has a rights plan in effect upon conversion of the Securities into Common Shares, a Holder shall receive, in addition to the Common Shares, the rights under the rights plan unless the rights have separated from the Common Shares at the time of conversion, in which case the Conversion Rate will be adjusted as if the Company distributed distributes to all holders of Common Shares, Common Shares, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. With respect to an adjustment pursuant to this Section 13.4(c) where there has been a payment of a dividend or other distribution on the Common Shares or common capital shares of any class or series, or similar equity interest, of or relating to a Subsidiary subsidiary or other business unit of the Company (a "“Spin-Off"”), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, the close of business on the effective date fixed for determination of shareholders holders of Common Shares entitled to receive the such distribution shall will be increased adjusted based on the following formula: where, where CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to such distribution CR' event CR1 = the new Conversion Rate in effect immediately after taking such distribution event into account FMV0 = the average of the Closing Sale Prices of the Common Shares capital shares or similar equity interest distributed to holders of Common Shares applicable to one common share Common Share over the ten first 10 consecutive Trading-Day period commencing on and including the fifth Trading Day Days after the effective date on which Exof the Spin-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted Off MP0 = the average of the Closing Sale Prices of the Common Shares over the ten first 10 consecutive Trading-Day period commencing on and including the fifth Trading Day Days after the effective date on which Exof the Spin-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted The Off. An adjustment to the Conversion Rate under made pursuant to the immediately preceding paragraph clause will occur on the fourteenth 10th Trading Day after from and including the effective date on which "Exof the Spin-Dividend Trading" commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted. (d) Off. If any cash dividend or other distribution is made to all or substantially all holders of Common Shares, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect on the Record Date for such distribution CR' = the Conversion Rate in effect immediately after the Record Date for such distribution SP0 = the Current Market Price of one of the Common Shares on the Record Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Shares. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if such dividend or distribution described in this clause (c) is declared but not paid or made, the new Conversion Rate shall again be adjusted readjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (d) If the Company pays or makes any cash dividend or distribution in respect of any of its quarterly fiscal periods (without regard to when paid) to all holders of Common Shares in an aggregate amount that, together with other cash dividends or distributions made in respect of such quarterly fiscal period, exceeds the product of $0.02 (the “Reference Dividend”) multiplied by the number of Common Shares outstanding on the record date for such distribution, the Conversion Rate will be adjusted based on the following formula: where CR0 = the Conversion Rate in effect immediately prior to the adjustment relating to such event CR1 = the new Conversion Rate taking such event into account SP0 = the Closing Sale Price of Common Shares on the Trading Day preceding the ex-dividend date for such distribution C = the amount in cash per Common Share that the Company distributes to holders of Common Shares in respect of such quarterly fiscal period that exceeds the Reference Dividend. An adjustment to the Conversion Rate made pursuant to this clause (d) shall become effective on the ex-dividend date for such dividend or distribution. If any dividend or distribution described in this clause (d) is declared but not so paid or made, the new Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. The Reference Dividend shall be subject to adjustment on account of any of the events set forth in clauses (a), (b) and (c) above and clause (e) below. Any such adjustment will be effected by multiplying the Reference Dividend by a fraction, the numerator of which will equal the Conversion Rate in effect immediately prior to the adjustment on account of such event and the denominator of which will equal the Conversion Rate as adjusted. (e) If the Company or any of its Subsidiaries subsidiaries makes a payment in respect of a tender offer or exchange offer for Common Shares to the extent that the cash and value of any other consideration included in the payment per Common Share exceeds the Current Market Closing Sale Price per of a Common Share on the Trading Day immediately preceding next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer is announced(the “Expiration Time”), the Conversion Rate shall will be increased adjusted based on the following formula: where, where CR0 = the Conversion Rate in effect on immediately prior to the date adjustment relating to such tender or exchange offer expires CR' event CR1 = the new Conversion Rate in effect on the day next succeeding the date taking such tender or exchange offer expires event into account AC = the fair market aggregate value of all cash and any other consideration (as determined by the Board of Directors) Directors of the aggregate consideration Company) paid or payable for shares Common Shares purchased in such tender or exchange offer OS0 = the number of Common Shares outstanding on the Trading Day immediately preceding prior to the date such tender or exchange offer is announced OS' expires OS1 = the number of Common Shares outstanding less any shares purchased in the tender or exchange offer at the time immediately after such tender or exchange offer expires SP' (after giving effect to the purchase or exchange of shares pursuant to such tender or exchange offer) SP1 = the Current Market Price average of the Closing Sale Prices of Common Shares for the 10 consecutive Trading Days commencing on the Trading Day immediately preceding next succeeding the date such tender or exchange offer is announcedexpires. If the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate will be made. Any adjustment to the Conversion Rate made pursuant to this clause (e) shall become effective on the date immediately following the determination of the average of the Closing Sale Prices of Common Shares for purposes of SP1 above. If the Company or one of its subsidiaries is obligated to repurchase shares purchase Common Shares pursuant to any such tender or exchange offer, offer but the Company is permanently prevented by applicable law from effecting any such purchases purchase or all such purchases are rescinded, the new Conversion Rate shall again be adjusted readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. (f) [RESERVED] (g) If the Company has in effect a rights plan while any Notes remain Outstanding, Holders of Notes will receive, upon a conversion of Notes in respect of which the Company is required to deliver Common Shares, in addition to such Common Shares, rights under the Company’s shareholder rights agreement unless, prior to conversion, the rights have expired, terminated or been redeemed or unless the rights have separated from the Common Shares. If the rights provided for in the rights plan adopted by the Company have separated from the Common Shares in accordance with the provisions of the applicable shareholder rights agreement so that Holders of Notes would not be entitled to receive any rights in respect of Common Shares, if any, that the Company is required to deliver upon conversion of Notes, the Conversion Rate will be adjusted at the time of separation as if the Company had distributed to all holders of Common Shares capital shares, evidences of indebtedness or other assets or property pursuant to clause (c) above, subject to readjustment upon the subsequent expiration, termination or redemption of the rights. In addition to the adjustments pursuant to clauses (a) through (g) above, the Company may increase the Conversion Rate in order to avoid or diminish any income tax to holders of Common Shares resulting from any dividend or distribution of capital shares (or rights to acquire Common Shares) or from any event treated as such for income tax purposes. The Company may also, from time to time, to the extent permitted by applicable law, increase the Conversion Rate by any amount for any period if the Company has determined that such increase would be in the best interests of the Company. If the Company makes such determination, it will be conclusive and the Company will mail to Holders of the Notes a notice of the increased Conversion Rate and the period during which it will be in effect at least fifteen (15) days prior to the date the increased Conversion Rate takes effect in accordance with applicable law. If, in connection with any adjustment to the Conversion Rate as set forth in this Section 2.14 a Holder shall be deemed for U.S. federal tax purposes to have received a distribution, the Company may set off any withholding tax it reasonably believes it is required to collect with respect to any such deemed distribution against cash payments of interest in accordance with the provisions of Section 2.05 hereof or from cash and Common Shares, if any, otherwise deliverable to a Holder upon a conversion of Notes in accordance with the provisions of Section 2.12 hereof or a redemption or repurchase of a Note in accordance with the provisions of Section 2.07, 2.08 or 2.09 hereof. The Company will not make any adjustment to the Conversion Rate if Holders of the Notes are permitted to participate, on an as-converted basis, in the transactions described above. Notwithstanding anything to the contrary contained herein, in addition to the other events set forth herein on account of which no adjustment to the Conversion Rate shall be made, the applicable Conversion Rate shall not be adjusted for: (i) the issuance of any Common Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in Common Shares under any plan; (ii) the issuance of any Common Shares or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan, employee agreement or arrangement or program of the Company; (iii) the issuance of any Common Shares pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Notes were first issued; (iv) a change in the par value of the Common Shares; (v) accumulated and unpaid dividends or distributions; and (vi) as a result of a tender offer solely to holders of fewer than 100 Common Shares. Adjustments to the applicable Conversion Rate will be calculated to the nearest 1/10,000th of a share. No adjustment in the Conversion Rate shall be required unless the adjustment would require an increase or decrease of at least 1% of the Conversion Rate. If the adjustment is not made because the adjustment does not change the Conversion Rate by at least 1%, then the adjustment that is not made will be carried forward and taken into account in any future adjustment. Notwithstanding the foregoing, all adjustments not previously made will be given effect with respect to any conversion of Notes. Whenever the Conversion Rate is adjusted as herein provided, the Company shall, as promptly as reasonably practicable, file with the Trustee and any Conversion Agent other than the Trustee, an Officers’ Certificate setting forth the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holders of the Notes within 20 Business Days of the effective date of such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment. For purposes of this Section 13.42.14, the following terms number of Common Shares at any time outstanding shall have not include shares held in the meaning indicated:treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of Common Shares. Notwithstanding anything in this Section 2.14 to the contrary, in no event shall the Conversion Rate be adjusted so that the

Conversion Rate Adjustments. The Conversion Rate shall be adjusted from time to time by the Company as follows, except that Corporation in accordance with the Company shall not make any adjustment if holders provisions of Securities may participate, as a result of holding the Securities, in the transaction described without having to convert their Securitiesthis Section 7. (a) If the Company, at any time or from time to time while any of the Securities are outstanding, pays Corporation shall hereafter pay a dividend or make a distribution in Common Shares to all holders of its the outstanding Common SharesStock in shares of Common Stock, or if the Company subdivides or combines its Common Shares then the Conversion Rate will shall be adjusted based on the following formula: where, CR0 = the increased by multiplying such Conversion Rate in effect immediately prior to such event CR' = by a fraction, (i) the Conversion Rate in effect immediately after such event OS0 = numerator of which shall be the sum of the number of shares of Common Shares Stock outstanding immediately prior to at the close of business on such event OS' = Record Date and the total number of shares of Common Stock constituting such dividend or other distribution; and (ii) the denominator of which shall be the number of shares of Common Shares Stock outstanding immediately after at the close of business on such event Record Date. Such adjustment increase shall become effective immediately after the opening of business on the day following the such Record Date for such dividend or distribution, or the date fixed for determination for such share split or share combinationDate. If any dividend or distribution of the type described in this Section 13.4(a7(a) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate which that would then be in effect if such dividend or distribution had not been declared. (b) If the Company, at any time or from time to time while any of the Securities are outstanding, issues to all or substantially all holders of its outstanding Common Shares certain Corporation shall issue rights or warrants to all holders of any class of Common Stock entitling them (for a period expiring within forty-five (45) days after the Record Date) to subscribe for or purchase shares of Common Shares Stock (or securities convertible into or exchangeable or exercisable for Common SharesStock) at a price per share (or having a conversion, exchange or exercise conversion price per share) less than the Closing Sale Price of a share of Common Shares Stock on the Trading Day immediately preceding the Record Date for shareholders entitled to receive such rights and warrants, which rights or warrants are exercisable for not more than 60 daysDate, the Conversion Rate shall be adjusted based on the following formula (provided that the Conversion Rate shall be readjusted to the extent that such rights or warrants are not exercised prior to their expiration): where, CR0 = by multiplying the Conversion Rate in effect immediately prior to such event CR' = Record Date by a fraction, (i) the Conversion Rate in effect immediately after such event OS0 = numerator of which shall be the number of shares of Common Shares Stock outstanding on at the close of business on the next Business Day following such Record Date X = plus the total number of shares of Common Shares issuable pursuant to such rights Y = Stock so offered for subscription or purchase (or into which the convertible securities so offered are convertible); and (ii) the denominator of which shall be the number of shares of Common Shares equal to Stock outstanding at the close of business on such Record Date plus the number of shares which the aggregate offering price that of the total number of shares so offered for subscription or purchase (or the aggregate conversion price of the convertible securities so offered) would purchase at such Closing Sale Price of Common Shares on the Record Date of such issuance determined by multiplying such total number of shares so offered by the exercise price of such rights or warrants and dividing the product so obtained by such Closing Sale Price. Such adjustment shall become effective immediately after the opening of business on the day following the date of announcement of such issuanceRecord Date. To the extent that shares of Common Shares Stock (or securities convertible into or exchangeable or exercisable for Common SharesStock) are not delivered pursuant to such rights or warrants, upon the expiration or termination of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate which that would then be in effect had the adjustments adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Shares Stock (or securities convertible into or exchangeable or exercisable for Common SharesStock) actually delivered. In the event that If such rights or warrants are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate which that would then be in effect if the date fixed for the determination of stockholders entitled to receive such rights or warrants Record Date had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase shares of Common Shares Stock at less than such Closing Sale Price, and in determining the aggregate offering price of such shares of Common SharesStock, there shall be taken into account any consideration received by the Corporation for such rights or warrants and any amount payable on exercise or conversion thereof, the value Fair Market Value of such consideration, if other than cash, to be determined in good faith by the Board of Directors of Directors. Notwithstanding the Company. For foregoing, no adjustment shall be made to the purposes of Conversion Rate pursuant to this Section 13.4(b)7(b) for the rights of holders of Common Stock to participate in the Corporation’s rights offering contemplated in its Prospectus Supplement dated May [_____], rights 2009. (c) If the outstanding shares of Common Stock shall be subdivided into a greater number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision becomes effective shall be proportionately increased, and conversely, in the event outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or warrants distributed reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) If the Corporation shall, by the Company dividend or otherwise, distribute to all holders of its Common Shares Stock shares of any class of Capital Stock of the Corporation (other than any dividends or distributions to which Section 7(a) applies) or evidences of its indebtedness or assets (including securities, but excluding (i) any rights or warrants referred to in 7(b) or (ii) any dividend or distribution (x) paid exclusively in cash or (y) referred to in Section 7(a) or Section 7(g) (any of the foregoing hereinafter referred to in this Section 7(d) as the “Distributed Property”), then, in each such case, the Conversion Rate shall be adjusted so that the same shall be equal to the rate determined by multiplying the Conversion Rate in effect on the Record Date with respect to such distribution by a fraction, (i) the numerator of which shall be the Current Market Price on such Record Date; and (ii) the denominator of which shall be the Current Market Price on such Record Date less the Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be described in a resolution of the Board of Directors) on such Record Date of the portion of the Distributed Property applicable to one share of Common Stock (determined on the basis of the number of shares of the Common Stock outstanding on such Record Date). Such adjustment shall become effective immediately after the opening of business on the day following such Record Date; provided that if the then Fair Market Value (as so determined by the Board of Directors) of the portion of the Distributed Property applicable to one share of Common Stock is equal to or greater than the Current Market Price on the Record Date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of Preferred Stock shall have the right to receive upon conversion the amount of Distributed Property such holder would have received had such holder converted each share of its Preferred Stock on the Record Date. To the extent that any of the Distributed Property is not distributed, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustment made been made on the basis of only the Distributed Property actually distributed. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the Fair Market Value of any distribution for purposes of this Section 7(d) by reference to the trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price on the applicable Record Date. Subject to the provisions of Section 10 hereof, rights or warrants (including rights under any Rights Plan) distributed by the Corporation to all holders of Common Stock entitling them the holders thereof to subscribe for or purchase shares of the Company's capital stock Corporation’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events ("“Trigger Event"”): (1i) are deemed to be transferred with such shares of Common SharesStock; (2ii) are not exercisable; and (3iii) are also issued in respect of future issuances of Common SharesStock, shall be deemed not to have been distributed for purposes of this Section 13.4(b7(d) (and no adjustment to the Conversion Price Rate under this Section 13.4(b7(d) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 13.4(b7(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this IndentureCertificate, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 13.4(b7(d) was made, (1) in the case of any such rights or warrants which that shall all have been redeemed or purchased repurchased without exercise by any Holders holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase repurchase price received by a holder or holders of Common Shares Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all applicable holders of Common Shares Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such expired or terminated rights and warrants had not been issued. For purposes of this Section 7(d), Section 7(a) and Section 7(b), any dividend or distribution to which this Section 7(d) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (1) a dividend or distribution of the evidences of indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants, as to which any Conversion Rate adjustment required by this Section 7(d) with respect to such dividend or distribution shall then be made, immediately followed by (2) a dividend or distribution of such shares of Common Stock or such rights or warrants, as to which any further Conversion Rate adjustment required by Sections 7(a) and 7(b) with respect to such dividend or distribution shall then be made, except any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the close of business on such Record Date” within the meaning of Sections 7(a) and 7(b). (ce) If the CompanyCorporation shall, at any time by dividend or from time otherwise, distribute to time while the Securities are outstanding, distributes to all or substantially all holders of its Common SharesStock cash, Common Shares excluding any dividend or distribution in connection with the liquidation, dissolution or winding-up of the CompanyCorporation, evidences of its indebtedness whether voluntary or assetsinvoluntary, including securitiesthen, but excluding: (i) dividends or distributions referred to in Section 13.4(a); (ii) rights or warrants referred to in Section 13.4(b); and (iii) dividends or distributions referred to in Section 13.4(d); then such case, the Conversion Rate shall be adjusted based on increased so that the following formula: where, CR0 = same shall equal the rate determined by multiplying the Conversion Rate in effect immediately prior to the close of business on such distribution CR' = Record Date by a fraction, (i) the Conversion Rate in effect immediately after such distribution SP0 = numerator of which shall be the Current Market Price on such Record Date; and (ii) the denominator of which shall be the Current Market Price on such Record Date less the amount of cash so distributed applicable to one share of Common Shares on the Record Date for such distribution FMV = the fair market value (as determined by the Board of Directors of the Company) of the Common Shares, evidences of indebtedness, assets or property distributed with respect to each outstanding Common Share on the Record Date for such distribution Stock. Such adjustment shall become be effective immediately prior to after the opening of business on the day following the Record Date for such distribution. If Date; provided that if the Board of Directors portion of the Company determines the fair market value cash so distributed applicable to one share of any distribution for purposes of this Section 13.4(c) by reference Common Stock is equal to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing greater than the Current Market Price on the Record Date, in lieu of the Common Sharesforegoing adjustment, adequate provision shall be made so that each holder of Preferred Stock shall have the right to receive upon conversion the amount of cash such holder would have received had such holder converted each share of Preferred Stock on the Record Date. To the extent that the Company has a rights plan in effect upon conversion of the Securities into Common Shares, a Holder shall receive, in addition to the Common Shares, the rights under the rights plan unless the rights have separated from the Common Shares at the time of conversion, in which case the Conversion Rate will be adjusted as if the Company distributed to all holders of Common Shares, Common Shares, evidences of indebtedness or assets, subject to readjustment in the event of the expiration, termination or redemption of such rights. With respect to an adjustment pursuant to this Section 13.4(c) where there has been a payment of a dividend or other distribution on the Common Shares or common shares of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit (a "Spin-Off"), the Conversion Rate in effect immediately before 5:00 p.m., New York City time, on the effective date fixed for determination of shareholders entitled to receive the distribution shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to such distribution CR' = the Conversion Rate in effect immediately after such distribution FMV0 = the average of the Closing Sale Prices of the Common Shares or similar equity interest distributed to holders of Common Shares applicable to one common share over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted MP0 = the average of the Closing Sale Prices of Common Shares over the ten consecutive Trading-Day period commencing on and including the fifth Trading Day after the date on which Ex-Dividend Trading commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted The adjustment to the Conversion Rate under the preceding paragraph will occur on the fourteenth Trading Day after the date on which "Ex-Dividend Trading" commences for such distribution on the NYSE Amex Equities or such other national or regional exchange or market on which the Securities are then listed or quoted. (d) If any cash dividend or other distribution is made to all or substantially all holders of Common Sharesnot made, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = readjusted to the Conversion Rate that would then be in effect had the adjustment made been made on the Record Date for such distribution CR' = basis of only the Conversion Rate in effect immediately after the Record Date for such distribution SP0 = the Current Market Price of one of the Common Shares on the Record Date for such distribution C = the amount in cash per share the Company distributes to holders of Common Shares. Such adjustment shall become effective immediately after 5:00 p.m., New York City time, on the Record Date for such dividend or distribution; provided that if distribution actually made. If such dividend or distribution is not so paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (ef) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer made by the Corporation or any Subsidiary for all or any portion of the Common Shares to the extent that the cash and value of any other consideration included in Stock shall require the payment to stockholders of consideration per share of Common Share Stock having a Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be described in a resolution of the Board of Directors) that, as of the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer, exceeds the Current Market Closing Sale Price per of a share of Common Share Stock on the Trading Day immediately preceding next succeeding the date such tender offer or exchange offer is announcedExpiration Time, the Conversion Rate shall be increased based on the following formula: where, CR0 = by multiplying the Conversion Rate in effect on immediately prior to the date such tender or exchange offer expires CR' = Expiration Time by a fraction, (i) the Conversion Rate in effect on numerator of which shall be the day next succeeding sum of (x) the date such tender or exchange offer expires AC = the fair market value Fair Market Value (determined as determined by the Board of Directorsaforesaid) of the aggregate consideration paid or payable for shares purchased to stockholders based on the acceptance (up to any maximum specified in such the terms of the tender or exchange offer OS0 = offer) of all shares validly tendered or exchanged and not withdrawn as of the Expiration Time (the shares deemed so accepted up to any such maximum, being referred to as the “Purchased Shares”) and (y) the product of the number of shares of Common Shares Stock outstanding (less any Purchased Shares) at the Expiration Time and the Closing Sale Price of a share of Common Stock on the Trading Day immediately preceding next succeeding the date such tender or exchange offer is announced OS' = Expiration Time; and (ii) the denominator of which shall be the number of shares of Common Shares Stock outstanding less (including any shares purchased in the tender or exchange offer Purchased Shares) at the time such tender or exchange offer expires SP' = Expiration Time multiplied by the Current Market Closing Sale Price of a share of Common Shares Stock on the Trading Day next succeeding the Expiration Time. Such adjustment shall become effective immediately preceding after the date opening of business on the day following the Expiration Time. In the event that the Corporation or any such tender or exchange offer is announced. If Subsidiary, as the Company case may be, is obligated to repurchase purchase shares pursuant to any such tender or exchange offer, but the Company Corporation or any such Subsidiary, as the case may be, is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. (fg) For purposes If the Corporation pays a dividend or makes a distribution to all or substantially all holders of this Section 13.4its Common Stock consisting of Capital Stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit of the Corporation, unless the Corporation distributes such Capital Stock or equity interests to holders of the Preferred Stock in such distribution on the same basis as they would have received had such holders converted their shares of Preferred Stock into shares of Common Stock immediately prior to such distributions, the following terms Conversion Rate shall have be increased by multiplying the meaning indicated:Conversion Rate in effect on the Record Date with respect to such distribution by a fraction, (i) the numerator of which shall be the sum of (A) the average of the Closing Sale Prices of the Common Stock for the 10