Common use of Distributions Other than Cash, Rights, Preferences or Privileges Clause in Contracts

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever Computershare shall receive any distribution other than cash, rights, preferences or privileges upon the Convertible Preferred Stock, Computershare shall, subject to Section 3.1 and Section 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that Computershare may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; provided that, in case the Depositary shall be required to withhold from any distribution in respect of the Convertible Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced as necessary to permit any withholding, and such withheld property may be disposed of by the Depositary, without any further consent or direction from the Corporation, in such manner as the Depositary reasonably deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of the Receipt in respect of which the Depositary, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depositary of Common Stock deliverable to the Record Holders, as a result of the conversion of the Convertible Preferred Stock into Common Stock in accordance with the terms of the Certificate of Designations; provided that in such case the distribution of Common Stock shall be made to Record Holders as of the close of business on the relevant Conversion Date. If in the opinion of Computershare such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or Computershare withhold an amount on account of taxes or governmental charges or in connection with a distribution of fractional shares or other property units) Computershare deems, after consultation with the Corporation, such distribution not to be feasible, Computershare may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by Computershare to Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to Computershare and Computershare shall not make any distribution of such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions. The Person or Persons entitled to receive any Common Stock issuable upon any conversion shall be treated for all purposes as the Record Holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date.

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever Computershare the Depository shall receive any distribution other than cash, rights, preferences or privileges upon the Convertible Designated Preferred Stock, Computershare the Depository shall, subject to Section 3.1 Sections 3.01 and Section 3.23.02, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Record Holders, in any manner that Computershare the Depository and the Corporation may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; provided thatprovided, however, that in case the Depositary Corporation or the Depository shall be required to withhold withhold, and shall withhold, from any distribution in respect of the Convertible Designated Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced as necessary to permit any withholdingaccordingly, and such withheld property may be disposed of by the DepositaryDepository, without any further consent or direction from the Corporation, in such manner as the Depositary reasonably Depository deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of the Receipt Receipts in respect of which the DepositaryCorporation or the Depository, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depositary Depository of shares of Common Stock (or other Exchange Property) deliverable to the Record HoldersHolders of Depositary Shares, as a result of the conversion of the Convertible Designated Preferred Stock into Common Stock (or other Exchange Property) in accordance with the terms of the Certificate of Designations; provided Certificate, except that in such case the distribution of shares of Common Stock (or other Exchange Property) shall be made to Record Records Holders as of the close of business on the relevant Mandatory Conversion Date. If If, in the opinion of Computershare the Depository, such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or Computershare the Depository withhold an amount on account of taxes or governmental charges or in connection with a distribution of fractional shares or other property unitscharges) Computershare the Depository deems, after consultation with the Corporation, such distribution not to be feasible, Computershare may, with then the approval of the Corporation, Corporation may adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Section 3.1 Sections 3.01 and Section 3.23.02, be distributed or made available for distribution, as the case may be, by Computershare the Depository to Record Holders of Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to Computershare the Depository, and Computershare the Depository shall not make any distribution of such securities or property to the Record Holders of Receipts Receipts, unless the Corporation shall have provided an opinion of counsel stating that such distribution of securities or property have has been registered under the Securities Act or do does not need to be so registered in connection with therewith. In the event of a distribution of securities, whether upon conversion of the Designated Preferred Stock into Common Stock or otherwise, fractional shares of such distributionssecurities shall not be distributed to the Record Holders. The Person or Persons Instead, a Record Holder that otherwise would have been entitled to receive any a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the Depository, or an agent of the Depository or other entity as so instructed in writing by the Corporation, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued, unless the distribution of securities in question is the Corporation’s issuance of the Common Stock issuable upon any conversion of the Designated Preferred Stock on the Mandatory Conversion Date, in which case the relevant provisions set forth in the Certificate regarding fractional shares of Common Stock shall apply. The sale described in the immediately previous sentence shall occur as soon as practicable following the distribution date for such securities. In the event that such sale of the aggregate fractional shares of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional Share”), the Depository shall as promptly as practicable notify the Corporation in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.04. Upon receipt of such notice, the Board of Directors or a duly authorized committee thereof shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be treated equal to the Remaining Fractional Share, multiplied by the Last Reported Sale Price of such securities (determined as if references to “Common Stock” in the definition of “Last Reported Sale Price” were references to “such securities”) on the Trading Day immediately preceding the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Board of Directors or a duly authorized committee thereof shall be binding on the parties hereto and on the Record Holders. The Corporation shall promptly transfer funds for all purposes as the Remaining Fractional Share Amount to an account selected by the Depository, and the Depository shall add the Remaining Fractional Share Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of the securities. The Depository shall have no duty or obligation to investigate or inquire whether the amount of funds paid by the Corporation to the Depository for the benefit of the Record Holder(s) of in connection with any such shares of Common Stock as of the close of business on the applicable Conversion Datesale is correct.

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever Computershare shall receive any distribution other than cash, rights, preferences or privileges upon the Convertible Preferred Stock, Computershare shall, subject to Section 3.1 and Section 3.2, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that Computershare may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; provided that, in case the Depositary shall be required to withhold from any distribution in respect of the Convertible Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced as necessary to permit any withholding, and such withheld property may be disposed of by the Depositary, without any further consent or direction from the Corporation, in such manner as the Depositary reasonably deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of the Receipt in respect of which the Depositary, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depositary of Common Stock deliverable to the Record Holders, as a result of the conversion of the Convertible Preferred Stock into Common Stock in accordance with the terms of the Certificate of DesignationsStatement; provided that in such case the distribution of Common Stock shall be made to Record Holders as of the close of business on the relevant Conversion Date. If in the opinion of Computershare such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or Computershare withhold an amount on account of taxes or governmental charges or in connection with a distribution of fractional shares or other property units) Computershare deems, after consultation with the Corporation, such distribution not to be feasible, Computershare may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Section 3.1 and Section 3.2, be distributed or made available for distribution, as the case may be, by Computershare to Record Holders of Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Corporation shall not make any distribution of such securities or property to Computershare and Computershare shall not make any distribution of such securities or property to the Holders of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributions. The Person or Persons entitled to receive any Common Stock issuable upon any conversion shall be treated for all purposes as the Record Holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date.

Distributions Other than Cash, Rights, Preferences or Privileges. Whenever Computershare the Depositary shall receive any distribution other than cash, rights, preferences or privileges upon the Mandatory Convertible Preferred Stock, Computershare the Depositary shall, subject to Section 3.1 Sections 3.01 and Section 3.23.02, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by such Receipts held by such Record Holders, in any manner that Computershare the Depositary may deem equitable and practicable for accomplishing such distribution, including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; provided that, in case the Depositary shall be required to withhold from any distribution in respect of the Mandatory Convertible Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced as necessary to permit any withholding, and such withheld property may be disposed of by the Depositary, without any further consent or direction from the Corporation, in such manner as the Depositary reasonably deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Agreement as having been paid to the Record Holder of the Receipt in respect of which the Depositary, as the case may be, made such withholding. The distribution described in the immediately preceding sentence shall apply to any distribution by the Depositary of Common Stock Shares deliverable to the Record Holders, as a result of the conversion of the Mandatory Convertible Preferred Stock into Common Stock Shares in accordance with the terms of the Certificate Articles of DesignationsIncorporation; provided that in such case the distribution of Common Stock Shares shall be made to Record Holders as of the close of business on the relevant Conversion Date. If If, in the opinion of Computershare the Depositary, such distribution cannot be made proportionately among such Record Holders, or if for any other reason (including any requirement that the Corporation or Computershare the Depositary withhold an amount on account of taxes or governmental charges or in connection with a distribution of fractional shares or other property unitscharges) Computershare the Depositary deems, after consultation with the Corporation, such distribution not to be feasible, Computershare then the Depositary may, with the approval of the Corporation, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Section 3.1 Sections 3.01 and Section 3.23.02, be distributed or made available for distribution, as the case may be, by Computershare the Depositary to Record Holders of Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. In the event of a distribution of securities, whether upon conversion of the Mandatory Convertible Preferred Stock into Common Shares or otherwise, fractional shares of such securities shall not be distributed to the Record Holders. Instead, a Record Holder that otherwise would have been entitled to receive a fraction of a security will receive an amount in cash, rounded to the nearest cent, equal to such Record Holder’s proportionate interest in the net proceeds from the sale in the open market by the Depositary, or an agent of the Depositary or other entity as so instructed in writing by the Corporation, on behalf of all such Record Holders, of the aggregate fractional shares of the securities that would otherwise have been issued, unless the distribution of securities in question is the Corporation’s issuance of the Common Shares upon conversion of the Mandatory Convertible Preferred Stock, in which case (A) such Record Holder will be entitled to receive an amount in cash (computed to the nearest cent) equal to the product of: (x) that same fraction; and (y) the Average VWAP per Common Share over the five consecutive Trading Day period ending on, and including, the second Trading Day immediately preceding the relevant Conversion Date; provided that if more than one share of the Mandatory Convertible Preferred Stock is surrendered for, or subject to, conversion at one time by or for the same holder, the number of Common Shares issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Mandatory Convertible Preferred Stock so surrendered for, or subject to, conversion. The sale described in the immediately preceding sentence shall occur as soon as practicable following the distribution date for such securities. In the event that such sale of the aggregate fractional shares of the securities that otherwise would have been issued is completed and a fraction of a share of such security still remains (the “Remaining Fractional Share”), the Depositary shall immediately notify the Corporation in writing of the Remaining Fractional Share, which notice may be delivered via electronic mail to the address set forth in Section 7.04. Upon receipt of such notice, the Board of Directors or a duly authorized committee thereof shall determine the cash equivalent of the Remaining Fractional Share (the “Remaining Fractional Share Amount”), which Remaining Fractional Share Amount shall be equal to the Remaining Fractional Share, multiplied by the Closing Sale Price of such securities on the Trading Day immediately preceding the date of the distribution of such securities. The determination of the Remaining Fractional Share Amount by the Board of Directors or a duly authorized committee thereof shall be binding on the parties hereto and on the Record Holders. The Corporation shall not make any distribution of such securities or property promptly transfer funds for the Remaining Fractional Share Amount to Computershare an account selected by the Depositary, and Computershare the Depositary shall not make any distribution of such securities or property add the Remaining Fractional Share Amount to the net proceeds from the sale described above for distribution to the Record Holders otherwise entitled to receive the fractional shares of Receipts unless the Corporation shall have provided an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered in connection with such distributionssecurities. The Person person or Persons persons entitled to receive any Common Stock Shares issuable upon any conversion of the Mandatory Convertible Preferred Stock shall be treated for all purposes as the Record Holder(srecord holder(s) of such shares of Common Stock Shares as of the close of business on the applicable relevant Conversion Date.