OF COMMON STOCK AND (C) DIVIDENDS OR DISTRIBUTIONS OF RIGHTS OR JUNIOR
STOCK IN CONNECTION WITH A STOCKHOLDERS' RIGHTS PLAN); OR
(II)
REDEEM, PURCHASE OR ACQUIRE ANY SHARES OF COMMON STOCK OR OTHER
CAPITAL STOCK OR OTHER EQUITY SECURITIES OF ANY KIND OF THE COMPANY, OR ANY
TRUST PREFERRED SECURITIES ISSUED BY THE COMPANY OR ANY AFFILIATE OF THE
COMPANY, OTHER THAN (A) REDEMPTIONS, PURCHASES OR OTHER ACQUISITIONS OF THE
PREFERRED SHARES, (B) REDEMPTIONS, PURCHASES OR OTHER ACQUISITIONS OF SHARES OF
COMMON STOCK OR OTHER JUNIOR STOCK, IN EACH CASE IN THIS CLAUSE (B) IN
CONNECTION WITH THE ADMINISTRATION OF ANY EMPLOYEE BENEFIT PLAN IN THE ORDINARY
COURSE OF BUSINESS (INCLUDING PURCHASES TO OFFSET THE SHARE DILUTION AMOUNT (AS
DEFINED BELOW) PURSUANT TO A PUBLICLY ANNOUNCED REPURCHASE PLAN) AND CONSISTENT
WITH PAST PRACTICE; PROVIDED THAT ANY PURCHASES TO OFFSET THE SHARE DILUTION
AMOUNT SHALL IN NO EVENT EXCEED THE SHARE DILUTION AMOUNT, (C) PURCHASES OR
OTHER
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ACQUISITIONS BY A BROKER-DEALER SUBSIDIARY OF THE COMPANY SOLELY FOR THE PURPOSE
OF MARKET-MAKING, STABILIZATION OR CUSTOMER FACILITATION TRANSACTIONS IN JUNIOR
STOCK OR PARITY STOCK IN THE ORDINARY COURSE OF ITS BUSINESS, (D) PURCHASES BY A
BROKER-DEALER SUBSIDIARY OF THE COMPANY OF CAPITAL STOCK OF THE COMPANY FOR
RESALE PURSUANT TO AN OFFERING BY THE COMPANY OF SUCH CAPITAL STOCK UNDERWRITTEN
BY SUCH BROKER-DEALER SUBSIDIARY, (E) ANY REDEMPTION OR REPURCHASE OF RIGHTS
PURSUANT TO ANY STOCKHOLDERS' RIGHTS PLAN, (F) THE ACQUISITION BY THE COMPANY OR
ANY OF THE COMPANY SUBSIDIARIES OF RECORD OWNERSHIP IN JUNIOR STOCK OR PARITY
STOCK FOR THE BENEFICIAL OWNERSHIP OF ANY OTHER PERSONS (OTHER THAN THE COMPANY
OR ANY OTHER COMPANY SUBSIDIARY), INCLUDING AS TRUSTEES OR CUSTODIANS, AND
(G) THE EXCHANGE OR CONVERSION OF JUNIOR STOCK FOR OR INTO OTHER JUNIOR STOCK OR
OF PARITY STOCK OR TRUST PREFERRED SECURITIES FOR OR INTO OTHER PARITY STOCK
(WITH THE SAME OR LESSER AGGREGATE LIQUIDATION AMOUNT) OR JUNIOR STOCK, IN EACH
CASE SET FORTH IN THIS CLAUSE (G), SOLELY TO THE EXTENT REQUIRED PURSUANT TO
BINDING CONTRACTUAL AGREEMENTS ENTERED INTO PRIOR TO THE SIGNING DATE OR ANY
SUBSEQUENT AGREEMENT FOR THE ACCELERATED EXERCISE, SETTLEMENT OR EXCHANGE
THEREOF FOR COMMON STOCK (CLAUSES (C) AND (F), COLLECTIVELY, THE "PERMITTED
REPURCHASES").
"SHARE DILUTION AMOUNT" MEANS THE INCREASE IN THE NUMBER OF
DILUTED SHARES OUTSTANDING (DETERMINED IN ACCORDANCE WITH GAAP, AND AS MEASURED
FROM THE DATE OF THE COMPANY'S MOST RECENTLY FILED COMPANY FINANCIAL STATEMENTS
PRIOR TO THE CLOSING DATE) RESULTING FROM THE GRANT, VESTING OR EXERCISE OF
EQUITY-BASED COMPENSATION TO EMPLOYEES AND EQUITABLY ADJUSTED FOR ANY STOCK
SPLIT, STOCK DIVIDEND, REVERSE STOCK SPLIT, RECLASSIFICATION OR SIMILAR
TRANSACTION.
(B)
UNTIL SUCH TIME AS THE INVESTOR CEASES TO OWN ANY PREFERRED
SHARES, THE COMPANY SHALL NOT REPURCHASE ANY PREFERRED SHARES FROM ANY HOLDER
THEREOF, WHETHER BY MEANS OF OPEN MARKET PURCHASE, NEGOTIATED TRANSACTION, OR
OTHERWISE, OTHER THAN PERMITTED REPURCHASES, UNLESS IT OFFERS TO REPURCHASE A
RATABLE PORTION OF THE PREFERRED SHARES THEN HELD BY THE INVESTOR ON THE SAME
TERMS AND CONDITIONS.
(C)
"JUNIOR STOCK"