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in which the numerator is the Conversion Price prior to adjustment
pursuant hereto and the denominator is the Current Market Price of the
Common Stock at the Change of Control Date, (ii) in the case of a
Change of Control specified in Section 1.5(b), the greater of the
following fractions: (x) a fraction the numerator of which is the
highest price per share of Common Stock paid by the Acquiring Person
in connection with the transaction giving rise to the Change of
Control or any transaction within six months prior to or after the
Change of Control Date (the "Highest Price"), and the denominator of
which is the Current Market Price of the Common Stock as of the date
(but not earlier than six months prior to the Change of Control Date)
on which the first public announcement is made by the Acquiring Person
that it intends to acquire or that it has acquired 40% or more of the
outstanding shares of Common Stock (the "Announcement Date") or (y) a
fraction the numerator of which is the Conversion Price prior to
adjustment pursuant hereto and the denominator of which is the Current
Market Price of the Common Stock on the Announcement Date and (iii) in
the case where there coexists a Change of Control specified in both
Section 1.5(a) and Section 1.5(b), the greatest of the fractions
determined pursuant to clauses (i) and (ii). Such adjustment shall
become effective immediately after the Change of Control Date and
shall be made, in the case of clauses (ii) and (iii) above,
successively for six months thereafter in the event and at the time of
any increase in the Highest Price after the Change of Control Date;
provided, however, that no such successive adjustment shall be made
 
with respect to the Conversion Rate of the shares of this Series in
respect of any event occurring after the Conversion Date.
(c) In case the Corporation or any subsidiary thereof shall make
a Pro Rata Repurchase, the Conversion Rate in effect immediately prior
to such action shall be adjusted (but shall not be decreased) by
multiplying such Conversion Rate by a fraction, the numerator of which
shall be the product of (i) the number of shares of Common Stock
outstanding immediately before such Pro Rata Repurchase minus the
number of shares of Common Stock repurchased by the Corporation or any
subsidiary thereof in such Pro
