Common use of Flip-in Event Clause in Contracts

Flip-in Event. (a) Subject to Section 20, in the event any Person shall become an Acquiring Person, then each holder of a Right (except as provided in Section 7(e)) shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one-thousandths of a share of Preferred Stock, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per Common Share on the date on which such Person became an Acquiring Person (such number of shares are hereinafter referred to as the "Adjustment Shares"). (b) In the event that there shall not be sufficient authorized but unissued Common Shares (or issued but not outstanding Common Shares held in treasury) to permit the exercise in full of the Rights in accordance with the foregoing Section 11(a), the Company shall (A) determine the Current Value of the Adjustment Shares and (B) with respect to each Right, make adequate provision to (i) pay cash equal to the Current Value of the Adjustment Shares in lieu of issuing Common Shares and require payment of the Purchase Price, (ii) pay cash equal to the excess of the Current Value of the Adjustment Shares over the Purchase Price in lieu of issuing Common Shares and requiring payment of the Purchase Price, (iii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value of the Adjustment Shares (including, without limitation, shares, or units of shares, of common or preferred stock, which may include the Common Stock and/or the Preferred Stock), where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, in lieu of issuing Common Shares and require payment of the Purchase Price, or (iv) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value, and require payment of all or any requisite portion of the Purchase Price. To the extent that the Company determines that some action need be taken pursuant to the preceding sentence, the Board of Directors may suspend the exercisability of the Rights for a period of up to 45 days following the date on which the event described in Section 11(a) shall have occurred in order to decide the appropriate form of distribution to be made pursuant to the preceding sentence and to determine the value thereof. If the Board of Directors shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the Board of Directors may suspend the exercisability of the Rights for a period of up to 90 days following the date on which the event described in Section 11(a) shall have occurred in order that the Company may seek shareholder approval for the authorization of such additional shares. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.

Flip-in Event. (a) Subject to Section 20, in the event any Person shall become an Acquiring Person, then each holder of a Right (except as provided in Section 7(e)) shall thereafter have a right to receive, upon exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one-thousandths of a share of Preferred Stock, such number of Common Shares as shall equal the result obtained by (x) multiplying the then current Purchase Price by the number of one-thousandths of a share of Preferred Stock for which a Right is then exercisable and dividing that product by (y) 50% of the Current Market Price per Common Share on the date on which such Person became an Acquiring Person (such number of shares are hereinafter referred to as the "Adjustment Shares"). (b) In the event that there shall not be sufficient authorized but unissued Common Shares (or issued but not outstanding Common Shares held in treasury) to permit the exercise in full of the Rights in accordance with the foregoing Section 11(a), the Company shall (A) determine the Current Value of the Adjustment Shares and (B) with respect to each Right, make adequate provision to (i) pay cash equal to the Current Value of the Adjustment Shares in lieu of issuing Common Shares and require payment of the Purchase Price, (ii) pay cash equal to the excess of the Current Value of the Adjustment Shares over the Purchase Price in lieu of issuing Common Shares and requiring payment of the Purchase Price, (iii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value of the Adjustment Shares (including, without limitation, shares, or units of shares, of common or preferred stock, which may include the Common Stock and/or the Preferred Stock), where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the Board of Directors, in lieu of issuing Common Shares and require payment of the Purchase Price, or (iv) deliver any combination of cash, property, Common Stock and/or other securities having a value equal to the Current Value, and require payment of all or any requisite portion of the Purchase Price. To the extent that the Company determines that some action need be taken pursuant to the preceding sentence, the Board of Directors may suspend the exercisability of the Rights for a period of up to 45 days following the date on which the event described in Section 11(a) shall have occurred in order to decide the appropriate form of distribution to be made pursuant to the preceding sentence and to determine the value thereof. If the Board of Directors shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the Board of Directors may suspend the exercisability of the Rights for a period of up to 90 days following the date on which the event described in Section 11(a) shall have occurred in order that the Company may seek shareholder approval for the authorization of such additional shares. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect.