CHANGE IN CONTROL THRESHOLD PRICE. Means (a) during the period beginning on the Initial Funding Date and ending on the day immediately preceding the first anniversary of the Initial Funding Date, $34.10 per share of Common Stock, (b) during the period beginning on the first anniversary of the Initial Funding Date and ending on the day immediately preceding the second anniversary of the Initial Funding Date, $36.25 per share of Common Stock, (c) during the period beginning
... on the second anniversary of the Initial Funding Date and ending on the day immediately preceding the third anniversary of the Initial Funding Date, $39.20 per share of Common Stock, (d) during the period beginning on the third anniversary of the Initial Funding Date and ending on the day immediately preceding the fourth anniversary of the Initial Funding Date, $42.10 per share of Common Stock and (e) during the period beginning on the fourth anniversary of the Initial Funding Date and ending on the day immediately preceding the fifth anniversary of the Initial Funding Date, $45.40 per share of Common Stock; provided that in the event the Corporation shall (A) declare a dividend on the Common Stock payable in Common Stock, (B) subdivide the outstanding Common Stock, (C) combine the outstanding Common Stock into a smaller number of Common Stock or (D) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a share exchange, consolidation or merger in which the Corporation is the continuing or surviving corporation) (whether or not permitted by this Certificate) the aforementioned prices in effect at the time of the record date for such dividend or of the effective date of such subdivision, combination or reclassification shall be proportionately adjusted.
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