Common use of Adjustments to the Fixed Settlement Rates Clause in Contracts

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues Common Stock to all or substantially all of the holders of Common Stock as a dividend or other distribution, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of Common Stock rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues Common Stock Subordinate Voting Shares to all or substantially all of the holders of Common Stock Subordinate Voting Shares as a dividend or other distribution, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock Subordinate Voting Shares outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock Subordinate Voting Shares that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision split or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock Subordinate Voting Shares outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision split or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common StockSubordinate Voting Shares. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock Subordinate Voting Shares held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of Common Stock Subordinate Voting Shares rights, options or warrants (other than rights issued pursuant to a stockholder shareholder rights plan) entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock Subordinate Voting Shares at a price per share less than the average of the Closing Prices per share of the Common Stock Subordinate Voting Share for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distribution issuance per share of Common StockSubordinate Voting Share, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock Subordinate Voting Shares outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.;

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues Common Stock to all or substantially all of the holders of Common Stock as a dividend or other distribution, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision split or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision split or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of Common Stock rights, options or warrants (other than rights rights, options or warrants issued pursuant to a dividend reinvestment plan, stockholder rights plan, stock purchase plan or similar plans) entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distribution issuance per share of Common Stock, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distributionissuance. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distributionissuance, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distributionRecord Date, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject adjusted, from time to the adjustment, time and without duplication, uponby the Company as described in this Section 5.01 upon the occurrence of any of the following events: (i) If the Company issues Common Stock to all or substantially all of the holders issuance of Common Stock as a dividend or other distributiondistribution to all holders of Common Stock, or if the Company effects a share split subdivision or share combinationcombination of Common Stock, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS1 OS0 ÷ OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to at the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to at the close of business on such the Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and event OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company.event (ii) If the Company issues issuance to all or substantially all holders of Common Stock rights, options of rights or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, them for a period of up to 45 calendar expiring 60 days or less from the date of issuance of such rights, options rights or warrants, warrants to subscribe for or purchase shares of Common Stock at a price per share less than the average Current Market Price of Common Stock as of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending onRecord Date, and including, the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) ÷ (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to at the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; Date OS0 = the number of shares of Common Stock outstanding immediately prior to at the close of business on such the Record Date; Date X = the total number of shares of Common Stock issuable pursuant to such rights, options rights or warrants; and warrants Y the total number of shares of Common Stock equal to = the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share Daily VWAP of the Common Stock for over each of the 10 consecutive Trading Day period ending on, and including, Days prior to the Trading Business Day immediately preceding the date announcement of announcement for the issuance of such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options rights or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issuedHowever, each Fixed Settlement Rate shall will be readjusted, effective as of the date the Board of Directors publicly announces its decision not readjusted to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that any such rights, options rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Companyexpiration. (iii) (A) If the Company distributes dividend or other distribution to all or substantially all holders of the Common Stock of shares of Capital Stock of the Company (other than Common Stock), evidences of the Company’s indebtedness, the Company’s assets or rights, options or warrants rights to acquire Capital StockStock of the Company, indebtedness or assetsassets of the Company (excluding any dividend, excluding (1) any dividend distribution or distribution (including share splits or share combinations) issuance as to which an adjustment was effected made pursuant to Section 5.01(a)(iclauses (i) or (ii) above or (iv) below or the provisions of this clause (iii) relating to spin-offs), (2) any rights, options or warrants as to in which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ ÷ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to at the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; Date SP0 = the average Current Market Price as of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Record Date for such dividend or distribution; and FMV = the Fair Market Value fair market value (as determined by the Board of Directors) ), on the Ex-Date for such dividend or distributionRecord Date, of the shares of Capital StockStock of the Company, evidences of indebtedness, assets or rights, options or warrants rights so distributed, expressed as an amount per share of Common Stock. If FMV Stock However, if the transaction that gives rise to an adjustment pursuant to this clause (as defined aboveiii) is equal one pursuant to or greater than SP0 (as defined above) or if which the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder payment of a Unit dividend or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of other distribution on the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number Stock consists of shares of Common Capital Stock equal to of, or similar equity interests in, a Subsidiary or other business unit of the Maximum Company, (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. securities exchange, then each Fixed Settlement Rate will instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) ÷ MP0 where, SR0 = the Fixed Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after at the close of business on the Record Date SR1 = the Fixed Settlement Rate in effect immediately after the Record Date FMV0 = the average of the VWAP of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution. In distribution on the event that NYSE or such other national or regional exchange or market on which such Capital Stock or similar equity interests are then listed or quoted MP0 = the average Daily VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other national or regional exchange or market on which Common Stock is then listed or quoted (iv) the Company makes a distribution consisting exclusively of cash to all holders of the Common Stock, excluding (a) any cash that is distributed as part of a distribution referred to in clause (iii) above and (b) any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries referred to in clause (v) below, in which event, each Fixed Settlement Rate will be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ ÷ (▇▇▇ – C) where, SR0 = the Fixed Settlement rate in effect at the close of business on the Record Date SR1 = the Fixed Settlement Rate in effect immediately after the Record Date SP0 = the Current Market Price as of the Record Date C = the amount in cash per share the Company distributes to holders of Common Stock (v) the Company or one or more of its Subsidiaries makes purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or one of its Subsidiaries for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the Daily VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), in which event each Fixed Settlement Rate will be adjusted based on the following formula: SR1 = SR0 x (FMV + (SP1 x OS1)) ÷ (SP1 x OS0) where, SR0 = the Fixed Settlement Rate in effect at the close of business on the Expiration Date SR1 = the Fixed Settlement Rate in effect immediately after the Expiration Date FMV = the fair market value (as determined by the Board of Directors), on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not so madewithdrawn as of the Expiration Date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares SP1 = the average Daily VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing with the Trading Day immediately after the Expiration Date; (b) Except as stated in subsection (a) above or as otherwise agreed, the Fixed Settlement Rates shall not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. In addition, there shall be no adjustment to the Fixed Settlement Rates in case of the issuance of any shares of Common Stock in a Business Combination as provided in Section 5.02. (c) To the extent that the Company has a rights plan in effect upon settlement of a Purchase Contract, the Holder of such Purchase Contract will receive, in addition to Common Stock, the rights under the rights plan, unless, prior to the settlement of such Purchase Contract, the rights have separated from the Common Stock, in which case each Fixed Settlement Rate shall be readjusted, effective adjusted at the time of separation as if the Company made a distribution to all holders of the date Common Stock as described in Section 5.01(a)(iii). (d) Any Fixed Settlement Rate adjustments described in subsection (a) above that are attributable to an exercise or exchange of Rights shall not apply to adjust any such Fixed Settlement Rate of any Units or Purchase Contracts that are directly or indirectly owned by an Acquiring Person. For this purpose, the Board of Directors publicly announces its decision terms “Rights” and “Acquiring Person” have the meanings assigned to such terms in the Tax Benefits Preservation Plan. (e) The Company may, but shall not to be required to, make such increases in each Fixed Settlement Rate as the Company deems advisable. The Company may only make such a discretionary adjustment if the Company makes the same proportionate adjustment to each Fixed Settlement Rate. No adjustment in either Fixed Settlement Rate will be required unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided further that any such adjustment of less than one percent that has not been made shall be made (x) upon the end of the Company’s fiscal year commencing with the 2010 fiscal year and (y) upon the Mandatory Settlement Date or any earlier Fundamental Change Early Settlement Date, Early Settlement Date or Early Mandatory Settlement Date. (f) Adjustments to each Fixed Settlement Rate shall be calculated to the nearest 1/10,000th of a share. (g) Whenever the Fixed Settlement Rates are adjusted, the Company must deliver to the Purchase Contract Agent an Officers’ Certificate setting forth each Fixed Settlement Rate, detailing the calculation of each Fixed Settlement Rate and describing the facts upon which the adjustment is based. In addition, the Company must notify the holders of Units and Separate Purchase Contracts of the adjustment within 10 Business Days of any event requiring such adjustment and describe in reasonable detail the method by which each Fixed Settlement Rate was adjusted; such notification may be made by a press release (notwithstanding Section 1.06). The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Purchase Contracts to determine whether any facts exist that may require any adjustment of any Fixed Settlement Rate or Reference Property, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock or other Reference Property that may at the time be delivered with respect to any Purchase Contract, and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to transfer or deliver any shares of Common Stock or other Reference Property pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5. All calculations and determinations pursuant to this Article 5 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto. (h) If the Company takes a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter but before the distribution to stockholders thereof, the Company legally abandons its plan to pay or deliver the dividend or distribution, to such then no adjustment in any Fixed Settlement Rate that would then be in effect shall be required by reason of the taking of that record. (i) Each adjustment to each Fixed Settlement Rate shall result in a corresponding adjustment to the Early Settlement Rate, the Early Mandatory Settlement Rate and the Stock Prices pursuant to Section 5.03(d). Each adjustment to each Fixed Settlement Rate will also result in a corresponding (but inverse) adjustment to the Applicable Market Value solely to determine which of the three clauses in the definition of Settlement Rate will be applicable on the Mandatory Settlement Date. In addition, if such any adjustment to the Settlement Rate becomes effective, or any Ex-Date or Record Date for any issuance, dividend or distribution had (relating to a required Fixed Settlement Rate adjustment) occurs, during the period beginning on, and including, (i) the open of business on the first Trading Day of the 20 Trading Day period during which the Applicable Market Value is calculated or (ii) in the case of an Early Settlement, an Early Settlement upon a Fundamental Change or an exercise of the Company’s Early Mandatory Settlement Right, the relevant Early Settlement Date, Fundamental Change Early Settlement Date or Early Mandatory Settlement Date and, in each case, ending on, and including, the date on which the Company delivers shares of its Common Stock under the related Purchase Contract, the Company will make appropriate adjustments to the Fixed Settlement Rates and/or the number of shares of its Common Stock deliverable upon settlement of the Purchase Contract, in each case, consistent with the provisions of this Section 5.01. (j) The Board of Directors shall have the power to resolve any ambiguity or, subject to applicable law, correct any error in this Article 5, and its action in so doing shall be final and conclusive. (k) For purposes of Section 5.01 and Section 5.02, the number of shares of Common Stock at any time outstanding shall not been declaredinclude shares held in the treasury of the Company. The Company shall will not pay any dividend or make any such distribution on shares of Common Stock held in the treasury by of the Company.

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues The issuance of Common Stock as a dividend or distribution to all or substantially all of the holders of Common Stock as a dividend or other distributionStock, or if the Company effects a share split subdivision or share combinationcombination of Common Stock, then in which event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date effective date for such share split subdivision or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Dateeffective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Dateeffective date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split subdivision or share combination. Any adjustment made pursuant to this Section 5.01(a)(iclause (i) will shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share subdivision or share combination, as the case may be. If any dividend or distribution described of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date effective date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues The issuance to all or substantially all holders of Common Stock of rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, holders for a period of up to expiring 45 calendar days or less from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, then in which event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distributiondistribution per share of Common Stock. Any adjustment made pursuant to this Section 5.01(a)(iiclause (ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date of such expiration or the date it is determined of such shares will not be deliveredexercise, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof of Common Stock to subscribe for or purchase shares of Common Stock at less than the such average of the Closing Prices per share Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distributiondistribution per share of Common Stock, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share shares of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes The dividend or other distribution to all or substantially all holders of the Common Stock of shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, assets (excluding (1) any dividend dividend, distribution or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to issuance covered by Section 5.01(a)(i), Section 5.01(a)(ii) or Section 5.01(a)(iv), (2) any rights, options dividend or warrants as distribution in connection with a Spin-Off covered by Section 5.01(a)(iii)(B) relating to which an adjustment was effected pursuant to Section 5.01(a)(ii), Spin-Offs and (3) except any securities, cash or other property that is distributed in, and will constitute Exchange Property as otherwise described in Section 5.01(ba result of, a Reorganization Event), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - — FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the such Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to the portion of this clause Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject adjusted, from time to the adjustment, time and without duplication, uponby the Company as described in this Section 5.01, except that no adjustment to the Fixed Settlement Rates will be made if Holders of Units or any Separate Purchase Contracts may participate in the transaction (at a level based on the Maximum Settlement Rate) that would otherwise give rise to such adjustment at the same time and on the same terms as holders of the Common Stock without having to settle such Holders’ Purchase Contracts, upon the occurrence of any of the following events: (i) If the Company exclusively issues Common Stock to all or substantially all of the holders shares of Common Stock as a dividend or other distributiondistribution on shares of its Common Stock, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for of such dividend or distribution distribution, or immediately prior to the open of business on the Effective Date for effective date of such share split or share combination, as the case may beapplicable; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may beeffective date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event)effective date; and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, after giving effect to such dividend, distribution, share split or share combination. Any adjustment made pursuant to under this Section 5.01(a)(i) will shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share subdivision split or share combination, as the case may beapplicable. If any dividend or distribution of the type described in this clause (iSection 5.01(a)(i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision determines not to make pay such dividend or distribution, to such the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of its Common Stock any rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holdersthem, for a period of up to 45 not more than 60 calendar days from after the announcement date of issuance of such rights, options or warrantsissuance, to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Closing Prices per share Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distribution per share of Common Stockissuance, then each Fixed Settlement Rate shall be adjusted increased based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y = the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share Daily VWAPs of the Common Stock for over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of the issuance of such distributionrights, options or warrants. Any adjustment increase made pursuant to under this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of the Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon after the exercise expiration of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of decreased to the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon increase with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In If such rights, options or warrants are not so issued, each Fixed Settlement Rate shall be decreased to the Fixed Settlement Rate that would then be in effect if such Record Date for such issuance had not occurred. For the purpose of this Section 5.01(a)(ii), in determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at a price per share that is less than the such average of the Closing Prices per share Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distributionissuance, and in determining the aggregate offering price payable to exercise of such rights, options or warrantsshares 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. For . (iii) If the purposes of this clause (ii), the number of Company distributes shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect its Capital Stock, evidences of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such its indebtedness, other assets or property or rights, options or warrants in respect of share of Common to acquire its Capital Stock held in treasury by the Company. (iii) (A) If the Company distributes or other securities, to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1A) any dividend dividends, distributions or distribution (including share splits or share combinations) issuances as to which an adjustment was effected pursuant to Section 5.01(a)(i) or Section 5.01(a)(ii), (2B) any rights, options dividends or warrants distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6C) any Spin-Off Offs as to which the provisions set forth below in this Section 5.01(a)(iii)(B5.01(a)(iii) shall applyapply (any of such shares of Capital Stock, evidences of indebtedness, other assets or property or rights, options or warrants to acquire the Company’s Capital Stock or other securities, the “Distributed Property”), then each Fixed Settlement Rate shall be increased based on the following formula: where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and FMV = the fair market value (as determined by the Board of Directors) of the Distributed Property with respect to each outstanding share of the Common Stock on the Ex- Dividend Date for such distribution. Any increase made under the portion of this Section 5.01(a)(iii) above shall become effective immediately after the close of business on the Record Date for such distribution. If such distribution is not so paid or made, each Fixed Settlement Rate shall be decreased to the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if “FMV” (as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase, each Holder shall receive, in respect of each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock receive the Distributed Property, the amount of Distributed Property such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Ex-Dividend Date for such distribution. With respect to an adjustment pursuant to this Section 5.01(a)(iii) where there has been a payment of a dividend or other distribution on the Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company, that are, or, when issued, will be, listed or admitted for trading on a U.S. national securities exchange (a “Spin-Off”), each Fixed Settlement Rate shall be increased based on the following formula: where, SR1 = the Fixed Settlement Rate in effect immediately prior to the end of the Valuation Period; SR0 = the Fixed Settlement Rate in effect immediately after the end of the Valuation Period; FMV0 = the average of the Daily VWAPs of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Days commencing on, and including, the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other U.S. national securities exchange on which such Capital Stock or similar equity interest is then listed or quoted (the “Valuation Period”); and MP0 = the average of the Daily VWAPs of the Common Stock over the Valuation Period. The adjustment to the Fixed Settlement Rates under the preceding paragraph shall occur on the last Trading Day of the Valuation Period; provided that if any date for determining the number of shares of Common Stock issuable to a Holder occurs during the Valuation Period, references in the preceding paragraph to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Ex-Dividend Date of such Spin-Off and such determination date for purposes of determining the Fixed Settlement Rates. (iv) If a dividend or distribution consisting exclusively of cash is made to all or substantially all holders of the Common Stock, each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on the Record Date for such Record Datedividend or distribution; SP0 = the average of the Closing Prices per share Daily VWAP of the Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and FMV C = the Fair Market Value (as determined by amount in cash per share the Board Company distributes to all or substantially all holders of Directorsits Common Stock. Any increase made pursuant to this Section 5.01(a)(iv) shall become effective immediately after the close of business on the Ex-Record Date for such dividend or distribution. If such dividend or distribution is not so paid, each Fixed Settlement Rate shall be decreased, effective as of the shares date the Board of Capital StockDirectors determines not to make or pay such dividend or distribution, evidences of indebtednessto the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV if “C” (as defined above) is equal to or greater than SP0 “SP0” (as defined above) or if the difference between SP0 and FMV is less than $1.00), in lieu of the foregoing adjustmentincrease, provision shall be made for each Holder of a Unit or Separate Purchase Contract to shall receive, for in respect of each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common StockStock receive such dividend or distribution, the kind and amount of Capital Stock, evidences of indebtedness, assets such dividend or rights, options or warrants that distribution such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Ex-Dividend Date for the such dividend or distribution. Any adjustment made pursuant . (v) If the Company or any of its Subsidiaries makes a payment in respect of a tender or exchange offer for the Common Stock, to this Section 5.01(a)(iii)(Athe extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Daily VWAP per share of Common Stock on the Trading Day next succeeding the date (the “Expiration Date”) such tender or exchange offer expires, each Fixed Settlement Rate shall become effective be increased based on the following formula: where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Expiration Date; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on the Record Expiration Date; AC = the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer; OS0 = the number of shares of Common Stock outstanding immediately prior to the date such tender or exchange offer expires (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); OS1 = the number of shares of Common Stock outstanding immediately after the date such tender or exchange offer expires (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and SP1 = the average of the Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date. The adjustment to each Fixed Settlement Rate under the immediately preceding paragraph shall occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date; provided that if any date for determining the number of shares of Common Stock issuable to a Holder occurs during the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Expiration Date, references in the preceding paragraph with respect to 10 Trading Days shall be deemed to be replaced with such lesser number of Trading Days as have elapsed between the Trading Day next succeeding the Expiration Date and such determination date for purposes of the Fixed Settlement Rates. (b) In addition to those adjustments required by clauses (i), (ii), (iii), (iv) and (v) of Section 5.01(a), and to the extent permitted by applicable law and subject to the applicable rules of the NYSE, the Company from time to time may increase the Fixed Settlement Rates by any amount for a period of at least 20 Business Days if the Board of Directors determines that such dividend or distributionincrease would be in the Company’s best interest. In addition, the event that such Company may (but is not required to) increase each Fixed Settlement Rate to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event. Whether the Fixed Settlement Rate is not increased pursuant to either of the two preceding sentences, the Company may make such an adjustment only so madelong as the Company makes the same proportionate adjustment to each Fixed Settlement Rate. (c) To the extent that the Company has a rights plan in effect upon settlement of a Purchase Contract, the Holder of such Purchase Contract will receive, in addition to shares of Common Stock, the rights under the rights plan, unless, prior to settlement of such Purchase Contract, the rights have separated from the Common Stock, in which case, and only in such case, each Fixed Settlement Rate shall be readjusted, effective adjusted at the time of separation as if the Company distributed to all holders of the date Common Stock shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants as described in Section 5.01(a)(iii), subject to readjustment in the Board event of Directors publicly announces its decision not the expiration, termination or redemption of such rights. (d) Adjustments to make such dividend or distribution, to such each Fixed Settlement Rate that shall be calculated to the nearest 1/10,000th of a share (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment in the Fixed Settlement Rates will be required unless the adjustment would require an increase or decrease of at least one percent. If any adjustment is not required to be made because it would not change the Fixed Settlement Rates by at least one percent, then the adjustment will be carried forward and taken into account in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution subsequent adjustment; provided that, on any date for determining the number of shares of Common Stock held in treasury by issuable to a Holder, adjustments to the Company.Fixed Settlement Rates will be made with respect to any such adjustment carried forward and which has not been taken into account before such determina

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues The issuance of Class A Common Stock as a dividend or distribution to all or substantially all of the holders of Class A Common Stock as a dividend or other distributionStock, or if the Company effects a share split subdivision or share combinationcombination of Class A Common Stock, then in which event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 ________ OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date effective date for such share split subdivision or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Dateeffective date, as the case may be; OS0 = the number of shares of Class A Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Dateeffective date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Class A Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split subdivision or share combination. Any adjustment made pursuant to this Section 5.01(a)(iclause (i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share subdivision or share combination, as the case may be. If any dividend or distribution described of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Class A Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date effective date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class A Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Class A Common Stock held in treasury by the Company. (ii) If the Company issues The issuance to all or substantially all holders of Class A Common Stock of rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, holders for a period of up to expiring 45 calendar days or less from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Class A Common Stock at a price per share less than the average of the Closing Prices per share Daily VWAPs of the Class A Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement for such distribution per share of Class A Common Stock, then in which event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) _______ (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Class A Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Class A Common Stock issuable pursuant to such rights, options or warrants; and Y = the total number of shares of Class A Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share Daily VWAPs of the Class A Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement for such distributiondistribution per share of Class A Common Stock. Any adjustment made pursuant to this Section 5.01(a)(iiclause (ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Class A Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date of such expiration or the date it is determined of such shares will not be deliveredexercise, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Class A Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof of Class A Common Stock to subscribe for or purchase shares of Class A Common Stock at less than the such average of the Closing Prices per share Daily VWAPs of the Class A Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement for such distributiondistribution per share of Class A Common Stock, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Class A Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Class A Common Stock. The Company shall not issue any such rights, options or warrants in respect of share shares of Class A Common Stock held in treasury by the Company. (iii) (A) If the Company distributes The dividend or other distribution to all or substantially all holders of the Class A Common Stock of shares of Capital Stock (other than Class A Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, assets (excluding (1) any dividend dividend, distribution or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to issuance covered by Section 5.01(a)(i), Section 5.01(a)(ii) or Section 5.01(a)(iv), (2) any rights, options dividend or warrants as distribution in connection with a Spin-Off covered by the portion of this Section 5.01(a)(iii) relating to which an adjustment was effected pursuant to Section 5.01(a)(ii), Spin-Offs and (3) except any securities, cash or other property that is distributed in, and will constitute Exchange Property as otherwise described in Section 5.01(ba result of, a Reorganization Event), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ SP0 ________ (▇▇▇ - SP0 — FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share Daily VWAPs of the Class A Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the such Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Class A Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Class A Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Class A Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to the portion of this Section 5.01(a)(iii)(Aclause (iii) above shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The If the transaction that gives rise to an adjustment pursuant to this Section 5.01(a)(iii) is a Spin-Off, then each Fixed Settlement Rate shall instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) ________ MP0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; FMV0 = the average of the Daily VWAPs of the Capital Stock or similar equity interests distributed to holders of Class A Common Stock applicable to one share of Class A Common Stock for the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; and MP0 = the average of the Daily VWAPs of the Class A Common Stock for the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off. Any adjustment made pursuant to this portion of this clause (iii) shall become effective immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; provided that, if any date for determining the number of shares of Class A Common Stock issuable to a Holder occurs during the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off, references in the preceding paragraph to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed between the beginning of the 10 consecutive Trading Day period and such date of determination for purposes of determining the Fixed Settlement Rates. In the event that such distribution described in this clause (iii) is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such distribution, to such Fixed Settlement Rate that would then be in effect if such distribution had not been declared. For purposes of this Section 5.01(a)(iii) (and subject in all respect to Section 5.01(b)), rights, options or warrants distributed by the Company to all holders of its Class A Common Stock entitling them to subscribe for or purchase shares of the Company’s Capital Stock, including Class A Common Stock (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such shares of the Class A Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of the Class A Common Stock, shall be deemed not make to have been distributed for purposes of this Section 5.01(a)(iii) (and no adjustment to the Fixed Settlement Rates under this Section 5.01(a)(iii) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed Settlement Rates shall be made under this Section 5.01(a)(iii). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Agreement, are subject to events, upon the occurrence of which such rights, options 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, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Settlement Rates under this Section 5.01(a)(iii) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Fixed Settlement Rates shall be readjusted as if such rights, options or warrants had not been issued and (y) the Fixed Settlement Rates shall then again be readjusted to give effect to such distribution, deemed 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 or holders of Class A Common Stock with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of Class A Common Stock as of the date of such redemption or purchase, and (2) in the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Settlement Rates shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 5.01(a)(i), Section 5.01(a)(ii) and this Section 5.01(a)(iii), any dividend or distribution to which this Section 5.01(a)(iii) is applicable that also includes one or both of: (A) a dividend or distribution of shares of Class A Common Stock held in treasury to which Section 5.01(a)(i) is applicable (the “Clause I Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 5.01(a)(ii) is applicable (the “Clause II Distribution”), then (1) such dividend or distribution, other than the Clause I Distribution and the Clause II Distribution, shall be deemed to be a dividend or distribution to which this Section 5.01(a)(iii) is applicable (the “Clause III Distribution”) and any Fixed Settlement Rate adjustment required by this Section 5.01(a)(iii) with respect to such Clause III Distribution shall then be made, and (2) the Clause I Distribution and Clause II Distribution shall be deemed to immediately follow the Clause III Distribution and any Fixed Settlement Rate adjustment required by Section 5.01(a)(i) and Section 5.01(a)(ii) with respect thereto shall then be made, except that, if determined by the Company.Company (I) the “Record Date” of the Clause I Distribution and the Clause II Distribution shall be deemed to be the Record Date of the Clause III Distribution and (II) any shares of Class A Common Stock included in t

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject adjusted, from time to the adjustment, time and without duplication, uponby the Company as described in this Section 5.01 upon the occurrence of any of the following events: (i) If the Company issues Common Stock to all or substantially all of the holders issuance of Common Stock as a dividend or other distributiondistribution to all holders of Common Stock, or if the Company effects a share split subdivision or share combinationcombination of Common Stock, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date effective date for such share split subdivision or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Dateeffective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Dateeffective date, as the case may be (be, in either case, case prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split subdivision or share combination. Any adjustment made pursuant to under this Section 5.01(a)(iclause (i) will shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share subdivision split or share combination, as the case may be. If any dividend or distribution of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision determines not to make pay such dividend or distribution, to such the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues issuance to all or substantially all holders of Common Stock of rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, them for a period of up to 45 calendar expiring 60 days or less from the date of issuance of such rights, options or warrants, warrants to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution Current Market Price per share of Common StockStock as of the announcement date for such issuance, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.;

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues Common Stock to all or substantially all of the holders of Common Stock as a dividend or other distribution, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of Common Stock rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.;

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject adjusted, from time to the adjustment, time and without duplication, uponby the Company as described in this Section 5.01 upon the occurrence of any of the following events: (i) If the Company issues Common Stock to all or substantially all of the holders issuance of Common Stock as a dividend or other distributiondistribution to all holders of Common Stock, or if the Company effects a share split subdivision or share combinationcombination of Common Stock, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS1 OS0 ÷ OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to at the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to at the close of business on such the Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and event OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company.event (ii) If the Company issues issuance to all or substantially all holders of Common Stock rights, options of rights or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, them for a period of up to 45 calendar expiring 60 days or less from the date of issuance of such rights, options rights or warrants, warrants to subscribe for or purchase shares of Common Stock at a price per share less than the average Current Market Price of Common Stock as of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending onRecord Date, and including, the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) ÷ (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to at the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; Date OS0 = the number of shares of Common Stock outstanding immediately prior to at the close of business on such the Record Date; Date X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and rights Y the total number of shares of Common Stock equal to = the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share daily VWAP of the Common Stock for over each of the 10 consecutive Trading Day period ending on, and including, Days prior to the Trading Business Day immediately preceding the date announcement of announcement for the issuance of such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issuedrights However, each Fixed Settlement Rate shall will be readjusted, effective as of the date the Board of Directors publicly announces its decision not readjusted to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that any such rights, options rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Companyexpiration. (iii) (A) If the Company distributes dividend or other distribution to all or substantially all holders of the Common Stock of shares of Capital Stock of the Company (other than Common Stock), evidences of the Company’s indebtedness, the Company’s assets or rights, options or warrants rights to acquire Capital Stock, indebtedness or assetsassets of the Company (excluding any dividend, excluding (1) any dividend distribution or distribution (including share splits or share combinations) issuance as to which an adjustment was effected made pursuant to Section 5.01(a)(iclauses (i) or (ii) above or (iv) below or the provisions of this clause (iii) relating to spin-offs), (2) any rights, options or warrants as to in which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ ÷ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to at the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; Date SP0 = the average Current Market Price as of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Record Date for such dividend or distribution; and FMV = the Fair Market Value fair market value (as determined by the Board of Directors) ), on the Ex-Date for such dividend or distributionRecord Date, of the shares of Capital StockStock of the Company, evidences of indebtedness, assets or rights, options or warrants rights so distributed, expressed as an amount per share of Common Stock. If FMV Stock However, if the transaction that gives rise to an adjustment pursuant to this clause (as defined aboveiii) is equal one pursuant to or greater than SP0 (as defined above) or if which the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder payment of a Unit dividend or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of other distribution on the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number Stock consists of shares of Common Capital Stock equal to of, or similar equity interests in, a subsidiary or other business unit of the Maximum Company, (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. securities exchange, then each Fixed Settlement Rate will instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) ÷ MP0 where, SR0 = the Fixed Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after at the close of business on the Record Date SR1 = the Fixed Settlement Rate in effect immediately after the Record Date FMV0 = the average of the VWAP of the Capital Stock of the Company or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution. In distribution on the event that NYSE or such other national or regional exchange or market on which such Capital Stock or similar equity interests are then listed or quoted MP0 = the average Daily VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other national or regional exchange or market on which Common Stock is then listed or quoted (iv) the Company makes a distribution consisting exclusively of cash to all holders of the Common Stock, excluding (a) any cash that is distributed as part of a distribution referred to in clause (iii) above and (b) any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries referred to in clause (v) below, in which event, each Fixed Settlement Rate will be adjusted based on the following formula: SR1= SR0 x ▇▇▇ ÷ (▇▇▇ – C) where, SR0 = the Fixed Settlement rate in effect at the close of business on the Record Date SR1 = the Fixed Settlement Rate in effect immediately after the Record Date SP0 = the Current Market Price as of the Record Date C = the amount in cash per share the Company distributes to holders of Common Stock (v) the Company or one or more of its Subsidiaries makes purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or one of its Subsidiaries for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the Daily VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), in which event each Fixed Settlement Rate will be adjusted based on the following formula: SR1 = SR0 x (FMV + (SP1 x OS1)) ÷ (SP1 x OS0) where, SR0 = the Fixed Settlement Rate in effect at the close of business on the Expiration Date SR1 = the Fixed Settlement Rate in effect immediately after the Expiration Date FMV = the fair market value, on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not so madewithdrawn as of the Expiration Date (the “Purchased Shares”) OS1 = the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) less any Purchased Shares OS0 = the number of shares of Common Stock outstanding at the Expiration Time, including any purchased shares SP1 = the average Daily VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing with the Trading Day immediately after the Expiration Date; (b) Except as stated in subsection (a) above or as otherwise agreed, the Fixed Settlement Rates shall not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. In addition, there shall be no adjustment to the Fixed Settlement Rates in case of the issuance of any shares of Common Stock in a Business Combination as provided in Section 5.02. (c) To the extent that the Company has a rights plan in effect upon settlement of a Purchase Contract, the Holder of such Purchase Contract will receive, in addition to Common Stock, the rights under the rights plan, unless, prior to the settlement of such Purchase Contract, the rights have separated from the Common Stock, in which case each Fixed Settlement Rate shall be readjusted, effective adjusted at the time of separation as if the Company made a distribution to all holders of the date Common Stock as described in Section 5.01(a)(iii). (d) Any Fixed Settlement Rate adjustments described in subsection (a) above that are attributable to an exercise or exchange of Rights shall not apply to adjust any such Fixed Settlement Rate of any Units or Purchase Contracts that are directly or indirectly owned by an Acquiring Person. For this purpose, the Board of Directors publicly announces its decision terms “Rights” and “Acquiring Person” have the meanings assigned to such terms in the Tax Benefits Preservation Plan. (e) The Company may, but shall not to be required to, make such increases in each Fixed Settlement Rate as the Company deems advisable. The Company may only make such a discretionary adjustment if the Company makes the same proportionate adjustment to each Fixed Settlement Rate. No adjustment in either Fixed Settlement Rate will be required unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided further that any such adjustment of less than one percent that has not been made shall be made (x) upon the end of the Company’s fiscal year commencing with the 2010 fiscal year and (y) upon the Mandatory Settlement Date or any earlier Fundamental Change Early Settlement Date, Early Settlement Date, or Early Mandatory Settlement Date. (f) Adjustments to each Fixed Settlement Rate shall be calculated to the nearest 1/10,000th of a share. (g) Whenever the Fixed Settlement Rates are adjusted, the Company must deliver to the Purchase Contract Agent an Officers’ Certificate setting forth each Fixed Settlement Rate, detailing the calculation of each Fixed Settlement Rate and describing the facts upon which the adjustment is based. In addition, the Company must notify the holders of Units and Separate Purchase Contracts of the adjustment within 10 Business Days of any event requiring such adjustment and describe in reasonable detail the method by which each Fixed Settlement Rate was adjusted; such notification may be made by a press release (notwithstanding Section 1.06). The Purchase Contract Agent shall not at any time be under any duty or responsibility to any Holder of Purchase Contracts to determine whether any facts exist that may require any adjustment of any Fixed Settlement Rate or Reference Property, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Purchase Contract Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock or other Reference Property, which may at the time be delivered with respect to any Purchase Contract, and the Purchase Contract Agent makes no representation with respect thereto. The Purchase Contract Agent shall not be responsible for any failure of the Company to transfer or deliver any shares of Common Stock or other Reference Property pursuant to a Purchase Contract or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5. All calculations and determinations pursuant to this Article 5 shall be made by the Company or its agent and the Purchase Contract Agent shall have no responsibility with respect thereto. (h) If the Company takes a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution, and thereafter but before the distribution to stockholders thereof, the Company legally abandons its plan to pay or deliver the dividend or distribution, to such then no adjustment in any Fixed Settlement Rate that would then be in effect shall be required by reason of the taking of that record. (i) Each adjustment to each Fixed Settlement Rate shall result in a corresponding adjustment to the Early Settlement Rate. Each adjustment to each Fixed Settlement Rate will also result in an adjustment to the Applicable Market Value solely to determine which of the three clauses in the definition of Settlement Rate will be applicable on the Mandatory Settlement Date. In addition, if such any adjustment to the Settlement Rate becomes effective, or any Ex-Date or Record Date for any issuance, dividend or distribution had (relating to a required Fixed Settlement Rate adjustment) occurs, during the period beginning on, and including, (i) the open of business on a first Trading Day of the 20 Trading Day period during which the Applicable Market Value is calculated or (ii) in the case of an Early Settlement or an Early Settlement Upon A Fundamental Change, the relevant Early Settlement Date or Fundamental Change Early Settlement Date and, in each case, ending on, and including, the date on which the Company delivers shares of its Common Stock under the related Purchase Contract, the Company will make appropriate adjustments to the Fixed Settlement Rates and/or the number of shares of its Common Stock deliverable upon settlement of the Purchase Contract, in each case, consistent with the provisions of this Section 5.01. (j) The Board of Directors shall have the power to resolve any ambiguity or, subject to applicable law, correct any error in this Article 5, and its action in so doing shall be final and conclusive. (k) For purposes of Section 5.01 and Section 5.02, the number of shares of Common Stock at any time outstanding shall not been declaredinclude shares held in the treasury of the Company. The Company shall will not pay any dividend or make any such distribution on shares of Common Stock held in the treasury by of the Company.

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues The issuance of Common Stock as a dividend or distribution to all or substantially all of the holders of Common Stock as a dividend or other distributionStock, or if the Company effects a share split subdivision or share combinationcombination of Common Stock, then in which event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 OS▇ ▇▇▇ = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date effective date for such share split subdivision or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Dateeffective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Dateeffective date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, ; such dividend, distribution, share split subdivision or share combination. Any adjustment made pursuant to this Section 5.01(a)(iclause (i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share subdivision or share combination, as the case may be. If any dividend or distribution described of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date effective date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues The issuance to all or substantially all holders of Common Stock of rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, holders for a period of up to expiring 45 calendar days or less from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share Daily VWAPs of the Common Stock for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, then in which event each Fixed Settlement Rate shall be adjusted based on the following formula: (OS0 + X) SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.;

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject adjusted, from time to the adjustment, time and without duplication, uponby the Company as described in this Section 5.01 upon the occurrence of any of the following events: (i) If the Company issues Common Stock to all or substantially all of the holders issuance of Common Stock as a dividend or other distributiondistribution to all holders of Common Stock, or if the Company effects a share split subdivision or share combinationcombination of Common Stock, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS1 OS0 ÷ OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close open of business on the Record Ex-Date for such dividend or distribution or immediately prior to the open of business on the Effective Date effective date for such share split subdivision or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close open of business on such Record Ex-Date or immediately after the open of business on such Effective Dateeffective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Ex-Date or immediately prior to the open of business on such Effective Dateeffective date, as the case may be (be, in either case, case prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, after giving effect to such dividend, distribution, share split subdivision or share combination. Any adjustment made pursuant to under this Section 5.01(a)(iclause (i) will shall become effective immediately after the close open of business on the Record Ex-Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share subdivision split or share combination, as the case may be. If any dividend or distribution of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision determines not to make pay such dividend or distribution, to such the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues issuance to all or substantially all holders of Common Stock of rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, them for a period of up to 45 calendar expiring 60 days or less from the date of issuance of such rights, options or warrants, warrants to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock Daily VWAPs for the 10 consecutive Trading Day period ending on, on and including, including the Trading Day immediately preceding the date of the announcement for date of such distribution per share of Common Stockissuance, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) ÷ (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close open of business on the Record Ex-Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close open of business on such Record Ex-Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.Date;

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject adjusted, from time to the adjustment, time and without duplication, uponby the Company as described in this Section 5.01 upon the occurrence of any of the following events: (i) If the Company issues Common Stock to all or substantially all of the holders issuance of Common Stock as a dividend or other distributiondistribution to all holders of Common Stock, or if the Company effects a share split subdivision or share combinationcombination of Common Stock, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS1 OS0 ÷ OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close open of business on the Record Ex-Date for such dividend or distribution or immediately prior to the open of business on the Effective Date effective date for such share split subdivision or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close open of business on such Record Ex-Date or immediately after the open of business on such Effective Dateeffective date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Ex-Date or immediately prior to the open of business on such Effective Dateeffective date, as the case may be (be, in either case, case prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, after giving effect to such dividend, distribution, share split subdivision or share combination. Any adjustment made pursuant to under this Section 5.01(a)(iclause (i) will shall become effective immediately after the close open of business on the Record Ex-Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share subdivision split or share combination, as the case may be. If any dividend or distribution of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision determines not to make pay such dividend or distribution, to such the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues issuance to all or substantially all holders of Common Stock of rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, them for a period of up to 45 calendar expiring 60 days or less from the date of issuance of such rights, options or warrants, warrants to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock Daily VWAPs for the 10 consecutive Trading Day period ending on, on and including, including the Trading Day immediately preceding the date of the announcement for of such distribution per share of Common Stockissuance, then in which event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) ÷ (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close open of business on the Record Ex-Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close open of business on such Record Ex-Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close open of business on such Record Ex-Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to = the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock Daily VWAPs for the 10 consecutive Trading Day period ending on, on and including, including the Trading Day immediately preceding the announcement date of announcement for such distributionissuance. Any adjustment increase made pursuant to under this Section 5.01(a)(iiclause (ii) shall will be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close open of business on the Record Ex-Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon after the exercise expiration of such rights, options or warrants, each Fixed Settlement Rate shall be readjusteddecreased, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may beexpiration, to such the Fixed Settlement Rate that would then be in effect had the adjustment made upon increase with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. If such rights, options or warrants are not so issued, each Fixed Settlement Rate shall be decreased, effective as of the date the Board of Directors determines not to make such issuance, to the Fixed Settlement Rate that would then be in effect if the Record Date for such issuance had not occurred. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock Daily VWAPs for the 10 consecutive Trading Day period ending on, on and including, including the Trading Day immediately preceding the announcement date of announcement for such distributionissuance, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes dividend or other distribution to all or substantially all holders of the Common Stock of shares of Capital Stock of the Company (other than Common Stock), evidences of the Company’s indebtedness, the Company’s assets or rights, options or warrants rights to acquire Capital StockStock of the Company, indebtedness or assetsassets of the Company (excluding any dividend, excluding (1) any dividend distribution or distribution (including share splits or share combinations) issuance as to which an adjustment was effected made pursuant to Section 5.01(a)(iclauses (i) or (ii) above, (iv) below or the provisions of this clause (iii) relating to spin-offs), (2) any rights, options or warrants as to in which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then event each Fixed Settlement Rate shall will be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ ÷ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close open of business on the Record Ex-Date for such dividend or distributionissuance; SR1 = the Fixed Settlement Rate in effect immediately after the close open of business on such Record Ex-Date; SP0 = the average of the Closing Prices per share of the Common Stock Daily VWAPs for the 10 consecutive Trading Day period ending on, on and including, including the Trading Day immediately preceding the such Ex-Date for such dividend or distributionDate; and FMV = the Fair Market Value fair market value (as determined by the Board of Directors) ), on the Ex-Date Date, for such dividend or distribution, distribution of the shares of Capital StockStock of the Company, evidences of indebtedness, assets or rights, options or warrants rights so distributed, expressed as an amount per share of Common Stock. If FMV Any increase made under this portion of clause (as defined aboveiii) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall will become effective immediately after the close open of business on the Record Ex-Date for such dividend or distribution. In the event that If such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall be readjusteddecreased, effective as of the date the Board of Directors publicly announces its decision determines not to make such pay the dividend or distribution, to such the Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. Notwithstanding the foregoing, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on the Common Stock consists of shares of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company, (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. national or regional securities exchange, then each Fixed Settlement Rate will instead be adjusted based on the following formula: SR1 = SR0 x (FMV0 + MP0) ÷ MP0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the 10th consecutive Trading Day commencing on, and including, the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the relevant exchange; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on the 10th consecutive Trading Day commencing on, and including, the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the relevant exchange; FMV0 = the average of the VWAPs of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NASDAQ Global Select Market or such other United States national or regional securities exchange on which such Capital Stock or similar equity interests are then listed; and MP0 = the average of the Daily VWAPs of the Common Stock over each of the 10 consecutive Trading Days commencing on, and including, the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution. The adjustment to each Fixed Settlement Rate under this portion of clause (iii) will become effective immediately after the close of business on the 10th consecutive Trading Day commencing on, and including, the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the relevant exchange; provided that in respect of any settlement within 10 Trading Days immediately following the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the relevant exchange, the reference set forth in the calculation above to 10 consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between such third Trading Day and the applicable settlement date in determining the applicable Fixed Settlement Rates. (iv) the Company makes a distribution consisting exclusively of cash to all holders of the Common Stock, excluding (a) any cash that is distributed as part of a distribution referred to in clause (iii) above, (b) any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries referred to in clause (v) below and (c) any regular quarterly dividend that does not exceed $0.12 per share (the “Dividend Threshold Amount”), in which event, each Fixed Settlement Rate will be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ ÷ (▇▇▇ - C) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the open of business on the Ex-Date for such distribution; SR1 = the Fixed Settlement Rate in effect immediately after the open of business on such Ex-Date; SP0 = the average of the Daily VWAPs for the 10 consecutive Trading Day period ending on and including the Trading Day immediately preceding such Ex-Date; and C = the amount in cash per share the Company distributes to holders of Common stock in excess of the Dividend Threshold Amount; provided that if the distribution is not a regular quarterly cash dividend, then the Dividend Threshold Amount will be deemed to be zero. The Dividend Threshold Amount is subject to adjustment on an inversely proportional basis whenever the Fixed Settlement Rate is adjusted (by multiplying the Dividend Threshold Amount by a fraction, the numerator of which will be the Minimum Settlement Rate in effect immediately prior to the adjustment and the denominator of which will be the Minimum Settlement Rate as adjusted), but no adjustment will be made to the Dividend Threshold Amount for any adjustment made to the Fixed Settlement Rate pursuant to this clause (iv). Any increase to each Fixed Settlement Rate made pursuant to this clause (iv) shall become effective immediately after the open of business on the Ex-Date for such distribution. If any dividend or distribution described in this clause (iv) is declared but not so paid or made, each Fixed Settlement Rate shall be decreased, effective as of the date the Board of Directors determines not to pay or make any such distribution, to the Fixed Settlement Rate that would then be in effect if such distribution had not been declared. (v) the Company or one or more of its Subsidiaries makes purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or one of its Subsidiaries for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the Daily VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), in which event each Fixed Settlement Rate will be adjusted based on the following formula: SR1 = SR0 x (FMV + (SP1 x OS1)) ÷ (SP1 x OS0) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date; FMV = the fair market value (as determined by the Board of Directors), on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the Expiration Date; OS1 = the number of shares of Common Stock held outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) (after giving effect to the purchase or exchange of shares pursuant to such tender offer or exchange offer); OS0 = the number of shares of Common Stock outstanding immediately prior to the Expiration Time; and SP1 = the average Daily VWAPs of the Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day immediately after the Expiration Date. The adjustments to the Fixed Settlement Rates under this clause (v) will become effective immediately after the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date; provided that in treasury respect of any settlement within 10 Trading Days immediately following, and including, the Expiration Date, references with respect to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the Expiration Date and the applicable settlement date in determining the applicable Fixed Settlement Rates. If the Company or one of its Subsidiaries is obligated to purchase Common Stock pursuant to any such tender or exchange offer but the Company or the relevant Subsidiary is permanently prevented by applicable law from effecting any such purchase or all such purchases are rescinded, the CompanyFixed Settlement Rates shall be immediately adjusted to the Fixed Settlement Rates that would then be in effect if such tender or exchange offer had not been made. (b) Except as stated in subsection (a) above or as otherwise agreed, the Fixed Settlement Rates shall not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock. In addition, there shall be no adjustment to the Fixed Settlement Rates in case of the issuance of any shares of Common Stock in a merger, reorganization, acquisition, reclassification, recapitalization or other similar transaction except as provided in this Section 5.01 and Section 5.02. (c) To the extent that the Company has a rights plan in effect upon settlement of a Purchase Contract, the Holder of such Purchase Contract will receive, in addition to Common Stock, the rights under the rights plan, unless, prior to the settlement of such Purchase Contract, the rights have separated from the Common Stock, in which case each Fixed Settlement Rate shall be adjusted at the time of separation as if the Company made a distribution to all holders of the Common Stock as described in Section 5.01(a)(iii), subject to readjustment in accordance with Section 5.01 (a)(iii) in the event of the expiration, termination or redemption of such rights. (d) The Company may, but shall not be required to, make such increases in each Fixed Settlement Rate as the Company deems advisable. The Company may only make such a discretionary adjustment if the Company makes the same proportionate adjustment to each Fixed Settlement Rate. No adjustment in either Fixed Settlement Rate will be required unless such adjustment would require an increase or decrease of at least one percent; provided, howeve

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues Common Stock to all or substantially all of the holders of Common Stock as a dividend or other distribution, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision split or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision split or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of Common Stock rights, options or warrants (other than rights rights, options or warrants issued pursuant to a dividend reinvestment plan, stockholder rights plan, stock purchase plan or similar plans) entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distribution issuance per share of Common Stock, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.;

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues Common Stock to all or substantially all of the holders of Common Stock as a dividend or other distribution, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of Common Stock rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stock, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for such distribution, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distribution, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.;

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues The issuance of WGP Common Stock Units as a dividend or distribution to all or substantially all of the holders of WGP Common Stock as a dividend or other distributionUnits, or if the Company effects a share split subdivision or share combinationcombination of WGP Common Units, then in which event each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x × OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date effective date for such share split subdivision or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Dateeffective date, as the case may be; OS0 = the number of shares of WGP Common Stock Units outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Dateeffective date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of WGP Common Stock Units that would be outstanding immediately after, and solely as a result of, after giving effect to such dividend, distribution, share split subdivision or share combination. Any adjustment made pursuant to this Section 5.01(a)(iclause (i) will become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date effective date for such share WGP Common Unit subdivision or share WGP Common Unit combination, as the case may be. If any dividend or distribution of the type described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board WGP’s general partner’s board of Directors directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of WGP Common Stock Units outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date effective date for such share WGP Common Unit subdivision or share WGP Common Unit combination, as applicable, shall not include shares WGP Common Units held in treasury by the Company WGP but shall include any shares WGP Common Units issuable in respect of any scrip certificates issued in lieu of fractions of shares of WGP Common StockUnits. The Company shall cause WGP not to pay any such dividend or make any such distribution on shares of WGP Common Stock Units held in treasury by the CompanyWGP. (ii) If the Company issues The issuance to all or substantially all holders of WGP Common Stock Units of rights, options or warrants (other than rights issued pursuant to a stockholder rights plan) entitling such holders, holders for a period of up to expiring 45 calendar days or less from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of WGP Common Stock Units at a price per share WGP Common Unit less than the average of the Closing Prices per share Daily VWAPs of the WGP Common Stock Units for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement for such distribution per share of Common Stockissuance, then in which event each Fixed Settlement Rate shall be adjusted increased based on the following formula: SR1 = SR0 x (× OS0 + X) (X OS0 + Y) Y where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of WGP Common Stock Units outstanding immediately prior to the close of business on such Record Date; X = the total number of shares of WGP Common Stock Units issuable pursuant to such rights, options or warrants; and Y = the total number of shares of WGP Common Stock Units equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share Daily VWAPs of the WGP Common Stock Units for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement for such distributionissuance. Any adjustment increase made pursuant to this Section 5.01(a)(iiclause (ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date the Board WGP’s general partner’s board of Directors directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of WGP Common Stock Units are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be immediately readjusted, effective as of the date of such expiration or the date it is determined of such shares will not be deliveredexercise, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon with respect to the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of WGP Common Stock Units actually delivered. In determining whether any rights, options or warrants entitle the holders thereof of WGP Common Units to subscribe for or purchase shares of WGP Common Stock Units at less than the such average of the Closing Prices per share Daily VWAPs of WGP Common Stock Units for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the date of announcement for such distributionissuance, and in determining the aggregate price payable to exercise such rights, options or warrants, there shall be taken into account any consideration received by the Company WGP 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. For the purposes of this clause (ii), the number of shares of WGP Common Stock Units at the time outstanding shall not include shares WGP Common Units held in treasury by the Company WGP but shall include any shares WGP Common Units issuable in respect of any scrip certificates issued in lieu of fractions of shares of WGP Common StockUnits. The Company shall cause WGP not to issue any such rights, options or warrants in respect of share of WGP Common Stock Units held in treasury by the CompanyWGP. (iii) (A) If the Company distributes The dividend or other distribution to all or substantially all holders of the WGP Common Stock shares Units of Capital Stock units of equity securities of WGP (other than WGP Common StockUnits), evidences of the CompanyWGP’s indebtedness, WGP’s assets or rights, options or warrants to acquire Capital Stockequity securities of WGP, indebtedness or assets, assets (excluding (1) any dividend dividend, distribution or distribution (including share splits or share combinations) issuance as to which an adjustment was effected pursuant to Section 5.01(a)(i) or Section 5.01(a)(ii), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described paid exclusively in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off cash as to which the provisions set forth in Section 5.01(a)(iii)(B5.01(a)(iv) shall apply and (3) Spin-Offs as to which the provisions set forth below in this Section 5.01(a)(iii) shall apply), then in which event each Fixed Settlement Rate shall be adjusted increased based on the following formula: SR1 = SR0 x × ▇▇▇ (▇▇▇ - FMV) – FMV where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share Daily VWAPs of the WGP Common Stock Units for the 10 consecutive Trading Day period ending on, and including, on the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) Value, on the Ex-Date for such dividend or distribution, of the shares units of Capital Stockequity securities of WGP, evidences of WGP’s indebtedness, WGP’s assets or rights, options or warrants so distributed, expressed as an amount per share of WGP Common StockUnit. If FMV “FMV” (as defined above) is equal to or greater than SP0 “SP0” (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the WGP Common StockUnits, the kind and amount of Capital Stockequity securities of WGP, evidences of WGP’s indebtedness, WGP’s assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of WGP Common Stock Units equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment increase made pursuant to the portion of this Section 5.01(a)(iii)(Aclause (iii) above shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board WGP’s general partner’s board of Directors directors publicly announces its decision not to pay or make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company If the transaction that gives rise to an adjustment pursuant to this Section 5.01(a)(iii) is a Spin-Off, then each Fixed Settlement Rate shall instead be increased based on the following formula: SR1 = SR0 × FMV0 + MP0 MP0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; FMV0 = the average of the Daily VWAPs of the Capital Stock or similar equity interests distributed to holders of WGP Common Units applicable to one WGP Common Unit for the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; and MP0 = the average of the Daily VWAPs of the WGP Common Units for the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off. Any increase made pursuant to this portion of this clause (iii) shall become effective immediately after the close of business on the last Trading Day of the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off; provided that, if any date for determining the number of WGP Common Units deliverable to a Holder occurs during the 10 consecutive Trading Day period commencing on, and including, the effective date for the Spin-Off, references in the preceding paragraph to 10 consecutive Trading Days shall be deemed to be replaced with such lesser number of consecutive Trading Days as have elapsed between the beginning of the 10 consecutive Trading Day period and such determination date for purposes of determining the Fixed Settlement Rates. In the event that such distribution described in this clause (iii) is not make so made, each Fixed Settlement Rate shall be readjusted, effective as of the date WGP’s general partner’s board of directors publicly announces its decision not to pay such distribution, to such Fixed Settlement Rate that would then be in effect if such distribution had not been declared. For purposes of this Section 5.01(a)(iii) (and subject in all respect to Section 5.01(b)), rights, options or warrants distributed by WGP to all holders of WGP Common Units entitling them to subscribe for or purchase units of equity securities of WGP, including WGP Common Units (either initially or under certain circumstances), which rights, options or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such WGP Common Units; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of WGP Common Units, shall be deemed not to have been distributed for purposes of this Section 5.01(a)(iii) (and no adjustment to the Fixed Settlement Rates under this Section 5.01(a)(iii) will be required) until the occurrence of the earliest Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Fixed Settlement Rates shall be made under this Section 5.01(a)(iii). If any such right, option or warrant, including any such existing rights, options or warrants distributed prior to the date of this Agreement, are subject to events, upon the occurrence of which such rights, options 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, options or warrants with such rights (in which case the existing rights, options or warrants shall be deemed to terminate and expire on shares such date without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights, options or warrants, or any Trigger Event or other event (of the type described in the immediately preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Fixed Settlement Rates under this Section 5.01(a)(iii) was made, (1) in the case of any such rights, options or warrants that shall all have been redeemed or purchased without exercise by any holders thereof, upon such final redemption or purchase (x) the Fixed Settlement Rates shall be readjusted as if such rights, options or warrants had not been issued and (y) the Fixed Settlement Rates shall then again be readjusted to give effect to such distribution, deemed distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per WGP Common Stock held Unit redemption or purchase price received by a holder or holders of WGP Common Units with respect to such rights, options or warrants (assuming such holder had retained such rights, options or warrants), made to all holders of WGP Common Units as of the date of such redemption or purchase, and (2) in treasury the case of such rights, options or warrants that shall have expired or been terminated without exercise by any holders thereof, the Fixed Settlement Rates shall be readjusted as if such rights, options and warrants had not been issued. For purposes of Section 5.01(a)(i), Section 5.01(a)(ii) and this Section 5.01(a)(iii), if any dividend or distribution to which this Section 5.01(a)(iii) is applicable also includes one or both of: (A) a dividend or distribution of WGP Common Units to which Section 5.01(a)(i) is applicable (the “Clause I Distribution”); or (B) a dividend or distribution of rights, options or warrants to which Section 5.01(a)(ii) is applicable (the “Clause II Distribution”), then, in either case, (1) such dividend or distribution, other than the Clause I Distribution and the Clause II Distribution, shall be deemed to be a dividend or distribution to which this Section 5.01(a)(iii) is applicable (the “Clause III Distribution”) and any Fixed Settlement Rate adjustment required by this Section 5.01(a)(iii) with respect to such Clause III Distribution shall then be made, and (2) the Clause I Distribution and Clause II Distribution shall be deemed to immediately follow the Clause III Distribution and any Fixed Settlement Rate adjustment required by Section 5.01(a)(i) and Section 5.01(a)(ii) with respect thereto shall then be made, except that, if determined by the CompanyCompany (I) the “Record Date” of the Clause I Distribution and the Clause II Distribution shall be deemed to be the Record Date of the Clause III Distribution and (II) any WGP Common Units included in the Clause I Distribution or Clause II Distribution shall be deemed not to be “outstanding immediately prior to the close of business on such Record Date” within the meaning of Section 5.01(a)(i) or “outstanding immediately prior to the close of business on such Record Date” within the meaning of Section 5.01(a)(ii). (iv) The dividend or distribution to all or substantially all holder

Adjustments to the Fixed Settlement Rates. (a) Each Fixed Settlement Rate shall be subject to the adjustment, without duplication, upon: (i) If the Company issues Common Stock to all or substantially all of the holders of Common Stock as a dividend or other distribution, or if the Company effects a share split or share combination, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x OS1 OS0 where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the Effective Date for such share split or share combination, as the case may be; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as the case may be; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as the case may be (in either case, prior to giving effect to such event); and OS1 = the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or share combination. Any adjustment made pursuant to this Section 5.01(a)(i) will shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share subdivision split or share combination, as the case may be. If any dividend or distribution described in this clause (i) is declared but not so paid or made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would be in effect if such dividend or distribution had not been declared. For the purposes of this clause (i), the number of shares of Common Stock outstanding immediately prior to the close of business on the Record Date for such dividend or distribution or the open of business on the Effective Date for such share subdivision split or share combination, as applicable, shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not pay any such dividend or make any such distribution on shares of Common Stock held in treasury by the Company. (ii) If the Company issues to all or substantially all holders of Common Stock rights, options or warrants (other than rights rights, options or warrants issued pursuant to a dividend reinvestment plan, stockholder rights plan, stock purchase plan or similar plans) entitling such holders, for a period of up to 45 calendar days from the date of issuance of such rights, options or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distribution issuance per share of Common Stock, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x (OS0 + X) (OS0 + Y) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such issuance; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date; X = X= the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and Y Y= the total number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distributionissuance. Any adjustment made pursuant to this Section 5.01(a)(ii) shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the close of business on the Record Date for such issuance. In the event that such rights, options or warrants described in this clause (ii) are not so issued, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to such Fixed Settlement Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, each Fixed Settlement Rate shall be readjusted, effective as of the date of such expiration or the date it is determined such shares will not be delivered, as the case may be, to such Fixed Settlement Rate that would then be in effect had the adjustment made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining whether any rights, options or warrants entitle the holders thereof to subscribe for or purchase shares of Common Stock at less than the average of the Closing Prices per share of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement for of such distributionissuance, and in determining the aggregate price payable to exercise such rights, options or warrants, 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. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Company shall not issue any such rights, options or warrants in respect of share of Common Stock held in treasury by the Company. (iii) (A) If the Company distributes to all or substantially all holders of the Common Stock shares of Capital Stock (other than Common Stock), evidences of the Company’s indebtedness, assets or rights, options or warrants to acquire Capital Stock, indebtedness or assets, excluding (1) any dividend or distribution (including share splits or share combinations) as to which an adjustment was effected pursuant to Section 5.01(a)(i), (2) any rights, options or warrants as to which an adjustment was effected pursuant to Section 5.01(a)(ii), (3) except as otherwise described in Section 5.01(b), rights issued pursuant to any stockholder rights plan of the Company then in effect, (4) any dividend or distribution described in Section 5.01(a)(iv), (5) distributions of Exchange Property in a transaction described in Section 5.02(a) and (6) any Spin-Off to which the provisions set forth in Section 5.01(a)(iii)(B) shall apply, then each Fixed Settlement Rate shall be adjusted based on the following formula: SR1 = SR0 x ▇▇▇ (▇▇▇ - FMV) where, SR0 = the Fixed Settlement Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution; SR1 = the Fixed Settlement Rate in effect immediately after the close of business on such Record Date; SP0 = the average of the Closing Prices per share of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and FMV = the Fair Market Value (as determined by the Board of Directors) on the Ex-Date for such dividend or distributionRecord Date, of the shares of Capital Stock, evidences of indebtedness, assets or rights, options or warrants so distributed, expressed as an amount per share of Common Stock. If FMV (as defined above) is equal to or greater than SP0 (as defined above) or if the difference between SP0 and FMV is less than $1.00, in lieu of the foregoing adjustment, provision shall be made for each Holder of a Unit or Separate Purchase Contract to receive, for each Unit or Separate Purchase Contract, at the same time and upon the same terms as holders of the Common Stock, the kind and amount of Capital Stock, evidences of indebtedness, assets or rights, options or warrants that such Holder would have received if such Holder owned a number of shares of Common Stock equal to the Maximum Settlement Rate in effect on the Record Date for the dividend or distribution. Any adjustment made pursuant to this Section 5.01(a)(iii)(A) shall become effective immediately after the close of business on the Record Date for such dividend or distribution. In the event that such dividend or distribution is not so made, each Fixed Settlement Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Fixed Settlement Rate that would then be in effect if such dividend or distribution had not been declared. The Company shall not make any such distribution on shares of Common Stock held in treasury by the Company.