Common use of Use of Common Equivalent Shares Clause in Contracts

Use of Common Equivalent Shares. In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) The Available Common Stock shall be allocated among the outstanding Rights so that each Right shall entitle its holder to purchase the same quantity of Available Common Stock and a fraction of a share of Preferred Stock which when multiplied times the Adjustment Number then in effect under the terms of the Preferred Stock produces a product equal to the remainder derived by subtracting the number of shares of Common Stock purchasable with each Right after the allocation specified above from the number of shares of Common Stock which would have been purchasable with such Right if the Corporation had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares"). (B) The fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied shall be deemed to be a "Common Equivalent Share" for purposes of this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share represents substantially the same interest in the Company, has the same dividend rate, and has other characteristics as similar as possible to one share of Common Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share.

Use of Common Equivalent Shares. In the event that the number of shares of Common Stock which are authorized by the Company's certificate of incorporation, but which are not outstanding or reserved for issuance for purposes other than upon exercise of the Rights ("Available Common Stock") is not sufficient to permit the exercise in full of the Rights after the adjustment made in accordance with Section 11(b), then: (A) The Available Common Stock shall be allocated among the outstanding Rights so that each Right shall entitle its holder to purchase the same quantity of Available Common Stock and (ii) a fraction of a share of Preferred Stock which when multiplied times the Adjustment Number then in effect under the terms of the Preferred Stock produces a product equal to the remainder derived by subtracting the number of shares of Common Stock purchasable with each Right after the allocation specified above in clause (i) from the number of shares of Common Stock which would have been purchasable with such Right if the Corporation had a sufficient number of shares of Common Stock to permit the Right to be exercisable entirely for Common Stock (such remainder being referred to herein as the "Unallocated Shares")Stock. (B) The fraction of a share of Preferred Stock equal to the reciprocal of the Adjustment Number in effect at the time the term shall be applied shall be deemed to be a "Common Equivalent Share" for purposes of this Agreement. The Company shall take all actions reasonably necessary so that as nearly as possible each Common Equivalent Share represents substantially the same interest in the Company, has the same dividend rate, and has other characteristics as similar as possible to one share of Common Stock. The term "Common Share" whenever it is used in this Agreement means both a share of Common Stock and a Common Equivalent Share.