Common use of Consolidation, Merger or Sale or Transfer of Assets or Earning Power Clause in Contracts

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case may be, shall not be the surviving or continuing Person of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation Person of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a “Flip-Over Event”), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors (“voting power represented by the securities securities”) of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" “Corporation” shall thereafter be deemed to refer to such Principal Party, ; it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if at any time after a Transaction is proposed, the Distribution DatePerson becomes an Acquiring Person, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such any merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such any merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall shall, consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person the Corporation shall consolidate with the Companywith, or merge with and into the Companywith, any Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of for a Preferred Share for which a Right is then exercisable whole Common Share, in accordance with the terms of this Agreement and in lieu of Preferred Common Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price for a whole Common Share by the number of one one-hundredths tenths of a Preferred Common Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderShareholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors ("VOTING SECURITIES") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii)) hereof) hereof and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.ad-

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, than in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision provisions shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such 22 steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such consolidation or merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Corporation shall merge with any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities') of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) `), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, receive upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Company and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if other Person (any of the events described in such transaction all holders of Common Stock are not treated alike, any other Personthe foregoing clauses (x), (other than the Company y) or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate (z) being herein referred to as a "Section 13(d) hereof) 13 Event"), then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to Right (other than as provided in Section 11(a)(ii7(e)) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-hundredths ten thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and (y) dividing that product by fifty percent (B50%) 50% of the then current market price per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Share Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, other Person or if in Persons and the Company shall not be the continuing or surviving corporation of such merger consolidation or consolidation all holders of Common Stock are not treated alike, any other Personmerger, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into or into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other thanand, in the case of either transaction described in (x) connection with such consolidation or (y)merger, a merger all or consolidation which would result in all part of the voting power represented by the securities outstanding shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding Common Stock shall be changed into or by being converted into securities of the surviving entity) all of the voting power represented by the exchanged for stock or other securities of the Company or such surviving entity outstanding immediately after such merger any other Person or consolidation and the holders of such securities not having changed as a result of such merger cash or consolidation)any other property, or (z) the Company shall sell, mortgage lease or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage lease or otherwise transfer), ) in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Person or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Persons (other than to the Company or any Subsidiary of the Company (any event described in one (x), (y) or more transactions each of which individually and the aggregate does not violate Section 13(d(z) hereof) a "Flip-Over-Event")), then, and in each such case, proper provision shall be made so that (i) each holder of record of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of shares of validly issued, fully paid and nonassessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defineddefined herein), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferFlip-Over Event; PROVIDED that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of the first occurrence of a Flip-Over Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, at any time on or after the Distribution Date, directly or indirectly directly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, other Person or if in Persons and the Company shall not be the surviving or continuing corporation of such merger consolidation or consolidation all holders of Common Stock are not treated alike, any other Personmerger, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger and, in connection with such consolidation or merger, all or part of the outstanding shares of Company Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or each or any other property (other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to Section 11(a)(ii) hereof, Right shall thereafter have the right to receive, upon the exercise thereof at a price payment of an amount equal to the product of the then current Purchase Price multiplied per Unit and the then number of Units of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event hereof has occurred prior to the first occurrence of a Flip-Over Event, multiplying the Purchase Price per Unit in effect immediately prior to the first occurrence of a Flip-In Event by the number of one one-hundredths Units of a Preferred Share Stock for which a Right is then was exercisable immediately prior to such first occurrence of a Flip-In Event (the "Flip-Over Exercise Payment") and the exercise of a Right in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined)defined herein) not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Flip-Over Exercise Payment by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price (determined as provided in Section 11(d) hereof with respect to the Common Stock) per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationFlip-Over Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); provided that the Purchase Price per share and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of the first occurrence of a Flip-Over Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the right in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall shall, consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall shall, consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors ("VOTING SECURITIES") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, alike (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section Setion 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.in

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors (“Voting Securities”) of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares tradable shares of common stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product (which, following the first occurrence of a Section 13 Event shall be referred to as the “Purchase Price” for each Right and for all purposes of this Agreement) by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" “Corporation” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) 13.1 In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation ("voting securities") outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.4 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defineddefined below), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths (1/1000ths) of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in any such merger or consolidation all holders of Common Stock Shares of the Company are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with any Interested PersonShareholders or, or if in any such merger or consolidation all holders of Common Stock Shares of the Company are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in any such transaction all holders of Common Stock Shares of the Company are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to Section 11(a)(ii) hereof11(a)(iii), shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share Common Shares for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of shares of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.,

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case maybe, shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property, other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)transactions, or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by fifty percent (B50%) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (xi) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (yii) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in clause (xi) or (yii) above of this Section 13(a), a merger or consolidation which would result in all of the voting power represented by the securities of the Company Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (ziii) the Company shall selleffect a statutory share exchange with outstanding Common Shares of the Company being exchanged for stock or other securities of any other Person, mortgage money or other property, or (iv) the Company shall sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (iA) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current per share market price Current Per Share Market Price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) 13.1. In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation ("voting securities") outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.14 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesStock, such number of freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths (1/1000ths) of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.or

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having have changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereofof this Agreement) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereofof this Agreement, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Helix BioMedix, Inc. Rights Agreement Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereofof this Agreement) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereofof this Agreement) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof of this Agreement shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofof this Agreement) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one 21. or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share Common Shares for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share Common Shares for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to Section 11(a)(ii) hereof), shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of shares of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested StockholderShareholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) fifty percent (50% %) of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, at any time on or after the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property [other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)transactions], or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to Section 11(a)(ii) hereof, Right shall thereafter have the right to receive, upon the exercise thereof at a price payment of an amount equal to the product of the then current Purchase Price multiplied per share and the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event hereof has occurred prior to the first occurrence of a Flip-Over Event, multiplying the Purchase Price per share in effect immediately prior to the first occurrence of a Flip-In Event by the number of one one-hundredths shares of a Preferred Share Common Stock for which a Right is then was exercisable immediately prior to such first occurrence of a Flip-In Event) (the "Flip-Over Exercise Payment") and the exercise of a Right in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined)not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Flip-Over Exercise Payment by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price (determined as provided in Section 11(d) hereof with respect to the Common Stock) per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationFlip-Over Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); provided that the Purchase Price per share and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of the first occurrence of a Flip-Over Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip- Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to equalto the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Dateany Section 11(a)(ii) Event, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, (i) any Interested StockholderPerson, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, (i) any Interested Person, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Person; and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors (“Voting Securities”) of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities and their respective proportionate holdings not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company in one or more wholly-owned Subsidiaries of the Corporation in one transaction or a series of related transactions each of which individually and the aggregate does not violate Section 13(d) hereof) 11(o)), then, and in each such casecase (except as provided in Section 13(f)), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which are null and void pursuant to Section 11(a)(ii7(g)) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted), in accordance with the terms of this Agreement and in lieu of Preferred Common Shares, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current dividing such Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price Current Market Price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationSection 13 Event, mergerprovided, sale or transferhowever, that the Purchase Price (as so adjusted) and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) to reflect any events occurring in respect of the Common Shares of such Principal Party after the occurrence of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" Principal Party shall thereafter be deemed to refer to such Principal Partyconstitute the Corporation for all purposes hereof, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, including the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof9) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights; provided, further, that upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Purchase Price as provided in this Section 13(a), such cash, debt and equity securities and other assets which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Shares of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including the reservation of shares of capital stock) as may be necessary or desirable to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, debt and equity securities and other assets.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) ), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors ("VOTING SECURITIES") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.market

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Acquisition Date orDate, if any of the following (each a Transaction is proposed, the Distribution Date"Section 13 Event") shall occur, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such consolidation or merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (y) the Company shall consolidate or merge with any Interested PersonStockholder or, or if in such consolidation or merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the case of either any transaction described in clause (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company or such other surviving entity outstanding immediately after such consolidation or merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage lease, exchange, mortgage, pledge or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage lease, exchange, mortgage, pledge or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of shares of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) 11(n)), then, and in each such casecase (except as provided in Section 13(e)), proper provision shall be made so that (i) each holder of a Right, subject to Right (except as provided in Section 11(a)(ii7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof of such Right at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Sharesthe Fractional Share otherwise receivable upon exercise of such Right prior to a Section 13 Event, such number of freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share Fractional Shares for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the shares of Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, assume by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, at any time on or after the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property [other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)transactions], or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to Section 11(a)(ii) hereof, Right shall thereafter have the right to receive, upon the exercise thereof at a price payment of an amount equal to the product of the then current Purchase Price multiplied per share and the then number of shares of Common Stock for which a Right was exercisable immediately prior to the first occurrence of a Flip-Over Event (or, if a Flip-In Event hereof has occurred prior to the first occurrence of a Flip-Over Event, multiplying the Purchase Price per share in effect immediately prior to the first occurrence of a Flip-In Event by the number of one one-hundredths shares of a Preferred Share Common Stock for which a Right is then was exercisable immediately prior to such first occurrence of a Flip-In Event) (the “Flip-Over Exercise Payment”) and the exercise of a Right in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable tradable Common Shares Stock of the Principal Party (as such term is hereinafter defined)not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Flip-Over Exercise Payment by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price (determined as provided in Section 11(d) hereof with respect to the Common Stock) per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationFlip-Over Event (or the fair market value on such date of other securities or property of the Principal Party, merger, sale or transferas provided for herein); provided that the Purchase Price per share and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Agreement to reflect any events occurring after the date of the first occurrence of a Flip-Over Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock), as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.of

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-one- hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.hereof

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, alike any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.first

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, Stockholder or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors ("VOTING SECURITIES") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Common Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share Common Shares for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation and registration under the Act of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, either directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested StockholderShareholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonShareholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-one- hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that13.1. If, following on or after the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (xA) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (yB) the Corporation shall consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (xA) or (yB), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation (“voting securities”) outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (zC) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating totaling more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in such transaction (including any subsequent liquidating distribution or distributions) all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.14 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), the Corporation shall make proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesStock, such number of freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths (1/1000ths) of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation completion of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" “Corporation” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party; Party after the first occurrence of a Section 13 Event and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the completion of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation Person of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity Person outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths ten thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths ten thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in any such merger or consolidation all holders of Common Stock Shares of the Company are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with any Interested PersonShareholders or, or if in any such merger or consolidation all holders of Common Stock Shares of the Company are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in any such transaction all holders of Common Stock Shares of the Company are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to Section 11(a)(ii) hereof11(a)(iii), shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one onefive-hundredths hundredth of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of shares of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one onefive-hundredths hundredth of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) 13.1. In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (xA) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (yB) the Corporation shall consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (xA) or (yB), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation ("voting securities") outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (zC) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.14 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesStock, such number of freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths (1/1000ths) of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of its shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors ("Voting Securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares tradable shares of common stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In A "Business Combination" shall be deemed to occur in the event that, in or following a Triggering Event, (i) the Shares Acquisition Date or, if a Transaction is proposed, the Distribution DateTrust shall, directly or indirectly (x) the Company shall indirectly, consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate (other than a Subsidiary of the Trust in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) in a transaction in which the CompanyTrust is not the continuing, or merge with and into the Company, and the Company shall be the continuing resulting or surviving corporation of such merger or consolidation, (ii) any Person (other thanthan a Subsidiary of the Trust in a transaction that complies with Section 11(i) and Section 11(j) of this Agreement) shall, directly or indirectly, consolidate with the Trust, or shall merge with and into the Trust, in a transaction in which the case Trust is the continuing, resulting or surviving corporation of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of and, in connection with such merger or consolidation, all or part of the Common Shares shall be changed (including, without limitation, any conversion into or exchange for securities of the Trust or of any other Person, cash or any other property), (iii) the Trust shall, directly or indirectly, effect a shares exchange in which all or part of the Common Shares shall be changed (including, without limitation, any conversion into or exchange for securities of any other Person, cash or any other property) or (ziv) the Company shall Trust shall, directly or indirectly, sell, mortgage lease, exchange, mortgage, pledge or otherwise transfer or dispose of (or one or more of its subsidiaries Subsidiaries shall directly or indirectly sell, mortgage lease, exchange, mortgage, pledge or otherwise transfertransfer or dispose of), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Trust and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Trust or any Subsidiary of the Company its Subsidiaries in one or more transactions each and all of which individually comply with Section 11(i) and Section 11(j) of this Agreement). In the aggregate does not violate Section 13(d) hereof) then, and in each such caseevent of a Business Combination, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(iiRight (except as otherwise provided in this Agreement) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shareseach Right, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price Exercise Amount in effect prior to the Business Combination by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price Shares of the Common Shares of such Principal Party (determined pursuant immediately prior to Section 11(d) hereof) on the date of consummation of such consolidationBusiness Combination. All Common Shares of any Person for which any Right may be exercised after consummation of a Business Combination as provided in this Section 13(a) shall, mergerwhen issued upon exercise thereof in accordance with this Agreement, sale be duly and validly authorized and issued, fully paid, nonassessable, freely tradeable, not subject to liens or transfer; (ii) encumbrances, and free of preemptive rights, rights of first refusal or any other restrictions or limitations on the transfer or ownership thereof of any kind or nature whatsoever. The Purchase Price per share for such Common Shares immediately after such Business Combination shall be equal to 50% of the Current Market Price per share of the Common Shares of such Principal Party shall thereafter be liable for, and shall assume, by virtue immediately prior to the consummation of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the RightsBusiness Combination.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (aA) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company, as the case maybe, shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property, other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)transactions, or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "FLIP-OVER EVENT"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by fifty percent (B50%) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; PROVIDED, HOWEVER, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "CompanyCOMPANY" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; PROVIDED, HOWEVER, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.,

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.and

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property, other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)transactions, or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely 21 tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(dSections 11(m) or 11(n) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "CompanyCorporation" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Stock Acquisition Date or, if a Transaction is proposed, or the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholdersor, or if in such transaction all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, Person (other than the Company or any Subsidiary subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d14(b) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (iA) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement Agreement, and in lieu of Preferred SharesStock, such number of shares of freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Section 13 Event; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) the Company shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, than in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors (“voting power represented by the securities securities”) of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company (or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(n) (hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision provisions shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following on or after the Shares Acquisition Date orDate, if any of the following (each a Transaction is proposed, the Distribution Date"Section 13 Event") shall occur, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such consolidation or merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (y) the Company shall consolidate or merge with any Interested PersonStockholder or, or if in such consolidation or merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the case of either any transaction described in clause (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company or such other surviving entity outstanding immediately after such consolidation or merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of shares of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) 11(n)), then, and in each such casecase (except as provided in Section 13(e)), proper provision shall be made so that (i) each holder of a Right, subject to Right at any time thereafter outstanding (except as provided in Section 11(a)(ii7(e)) hereof, shall thereafter have the right to receive, upon the exercise thereof of such Right at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock, such number of freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the shares of Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, assume by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Section 13 Event; and (iv) such Principal Party shall take such steps (including, but not limited to, including without limitation the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), or (z) (the Company transactions on or following a Shares Acquisition Date referred to in this Section 13(a)(z) will in this Agreement be referred to as Section 13(a)(z) Events and any such transaction will in this Agreement be referred to as a Section 13(a)(z) Event) the Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such casecase (except as provided in Section 13(d) hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.adjustment

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.)

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person the Corporation shall consolidate with the Companywith, or merge with and into the Companywith, any Person, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof) ), then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of for a Preferred Share for which a Right is then exercisable whole Common Share, in accordance with the terms of this Agreement and in lieu of Preferred Common Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price for a whole Common Share by the number of one one-hundredths tenths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.a

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall engage in a share exchange with, consolidate with, or merge with and into, any Interested StockholderShareholder or, or if in such merger merger, share exchange or consolidation all holders of Common Stock Share are not treated alikealike (and the holders of Preferred Shares do not receive at least as much per one one-hundredth of a Preferred Share as holders of Common Shares receive for each Common Share so held), any other Person, (y) the Company shall engage in a share exchange with, consolidate with, or merge with, any Interested PersonShareholder or, or if in such merger merger, share exchange or consolidation all holders of Common Stock Shares and are not treated alikealike (and the holders of Preferred Shares do not receive at least as much per one one-hundredth of a Preferred Share as holders of Common Shares receive for each Common Share so held), any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company shall be the continuing or surviving corporation of such share exchange, consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a share exchange, consolidation or merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such share exchange, consolidation or merger or consolidation and the holders of such securities not having changed as a result of such merger share exchange, consolidation or consolidationmerger), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating 25% or more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder Shareholder or StockholdersShareholders or, or if in such transaction all holders of Common Stock Shares are not treated alikealike (and the holders of Preferred Shares do not receive at least as much per one one-hundredth of a Preferred Share as holders of Common Shares receive for each Common Share so held), any other Person, Person or Persons (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate complies with Section 13(d11(n) hereof) ), then, and in each such case, case (except as provided in Section 13(d) hereof) proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.that

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights18.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested StockholderAcquiring Person or, or if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, (y) any Interested Personthe Company shall consolidate with, or merge with, any Acquiring Person or, if in such merger or consolidation all holders of Common Stock are not treated alikeoffered the same consideration, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the securities generally entitled to vote in the election of directors ("voting power represented by the securities securities") of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders (and relative percentage holdings of each such holder) of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersAcquiring Person or, or if in such transaction all holders of Common Stock are not treated alikeoffered the same consideration, any other Person, Person (other than the Company or any Subsidiary subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d14(b) hereof) ), then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement Agreement, and in lieu of Preferred SharesStock, such number of shares of freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Section 13 Event; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall shall, consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.as

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a “Flip-Over Event”), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following at any time after the Shares Acquisition Date ortime that any Person becomes an Acquiring Person, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall shall, directly or indirectly, consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Companyor Persons, or merge with and into any other Person or Persons and the Company shall not be the surviving or continuing corporation of such merger, or (y) any Person or Persons shall, directly or indirectly, merge with and into, the Company, and the Company shall be the continuing or surviving corporation of such merger (other thanand, in the case of either transaction described in (x) connection with such merger, all or (y), a merger or consolidation which would result in all part of the voting power represented by the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding any other Person or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger cash or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)any other property, or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sellSubsidiaries shall, mortgage directly or indirectly, sell or otherwise transfer)transfer to any other Person or any Affiliate or Associate of such Person, in one or more transactions, or the Company or one or more of its Subsidiaries shall sell or otherwise transfer to any Persons in one or a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to (any Interested Stockholder or Stockholders, or if event described in such transaction all holders of Common Stock are not treated alike, any other Personclause (x), (other than the Company y) or any Subsidiary (z) of the Company in one or more transactions each of which individually and the aggregate does not violate this Section 13(d13(a) hereof) being referred to as a "Section 13 Event"), then, and in each on the first occurrence of any such caseevent, proper provision shall be made so that (i) each holder of record of a Right, subject to except as provided in Section 11(a)(ii7(e) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal and payment of the Exercise Price with respect to the then current Purchase Price multiplied by the total number of one one-hundredths shares (or fraction of a Preferred Share share) for which a Right is then was exercisable immediately prior to the first occurrence of a Section 13 Event (or, if earlier, the first occurrence of the event described in Section 11(a)(ii)) in accordance with the terms of this Agreement and in lieu of Preferred SharesRights Agreement, such number of shares of validly issued, fully paid and nonassessable and freely tradeable Common Shares Stock of the Principal Party (as such term is hereinafter defined)defined herein) not subject to any liens, free and clear of liensencumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Exercise Price by the number of one one-hundredths shares (or fraction of a Preferred Share share) of Common Stock for which a Right is then was exercisable immediately prior to the first occurrence of a Section 13 Event (without taking into account any adjustment previously made pursuant to or, if the event described in Section 11(a)(ii) hereofhas occurred prior to the first occurrence of a Section 13 Event, multiplying the Exercise Price in effect immediately 50 prior to the first occurrence of the event described in Section 11(a)(ii) by the number of shares (or fraction of a share) of Common Stock for which a Right was exercisable immediately prior to such first occurrence of the event described in Section 11(a)(ii)) and (2) dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party Fair Market Value (determined pursuant to as provided in Section 11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; PROVIDED that the Exercise Price and the number of shares of Common Stock of such Principal Party issuable upon exercise of each Right shall be further adjusted as provided in this Rights Agreement to reflect any events occurring after the date of the first occurrence of a Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company pursuant pur suant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all of the assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had it, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may be necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the occurrence of any Section 13 Event.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) 13.1. In the event that, on or following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, any Interested StockholderStockholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, any Interested PersonStockholder or, or if in such merger or consolidation all holders of shares of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the CompanyPerson, and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which consolation that would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors of the Company Corporation ("voting securities") outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company Corporation or such voting surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersStockholders or, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company Corporation in one or more transactions each of which individually and the aggregate does not violate Section 13(d) 11.14 hereof) ), then, and in each such casecase (except as provided in Section 13.4 hereof), proper provision shall be made so that (i) each holder of a Right, subject to except as provided in Section 11(a)(ii) 7.6 hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable Price, in accordance with the terms of this Agreement and in lieu of Preferred SharesStock, such number of freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined)Party, free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one oneten-hundredths thousandths (1/10,000ths) of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof11.1.2) and dividing that product by (B) 50% of the then current per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) 11.4 hereof) on the date of consummation of such consolidation, merger, sale or transferSection 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferSection 13 Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.as

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) ii such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) ii the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) iv such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (xi) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (yii) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (xi) or (yii), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (ziii) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (iA) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A1) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B2) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (iiB) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iiiC) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (ivD) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.such

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Stock Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, other Person and the Company shall not be the continuing or if in surviving corporation of such merger consolidation or consolidation all holders of Common Stock are not treated alike, any other Personmerger, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Company and the Company shall be the continuing or surviving corporation of such consolidation or merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (represent, either by remaining outstanding or by being converted into securities of the surviving entity) , all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation)consolidation except to the extent necessary to permit the payment of cash in lieu of fractional shares for an amount of securities representing, in the aggregate, not in excess of 1% of the Voting Power of the securities of the Company outstanding immediately prior thereto) or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder other Person or StockholdersPersons, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such casecase (except as may be contemplated by Section 13(d) hereof), proper provision shall be made so that (i) following the Distribution Date, each holder of a Right, subject to except as provided in Section 11(a)(ii) hereof7(e), shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred SharesAgreement, such number of shares of freely tradeable tradable Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (Ax) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Share Stock for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and (y) dividing that product by (B) 50% of the then current market price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale sale, mortgage or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale sale, mortgage or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofStock) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, applicable as nearly as reasonably may be, be in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable tradable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationconsolidation and other than a merger pursuant to the Viad Merger Agreement), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and in the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.a

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), ) or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that that: (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof13(e)) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof), shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof)) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof)) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof9) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a “Flip-Over Event”), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Rights Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "“Company" ” for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.such

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, on or following the Shares Acquisition Date orany Acquiring Person Event or any Adverse Person Event, if a Transaction is proposed, the Distribution Dateas applicable, directly or indirectly indirectly, (x) the Company Corporation shall consolidate with, or merge with and into, (i) any Interested StockholderPerson, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) the Corporation shall consolidate with, or merge with, (i) any Interested Person, or (ii) if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, Person; and the Company Corporation shall be the continuing or surviving corporation of such consolidation or merger (other than, in the a case of either any transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by securities generally entitled to vote in the securities election of directors (“Voting Securities”) of the Company Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities Voting Securities of the Company Corporation or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities and their respective proportionate holdings not having changed as a result of such merger or consolidation), or (z) the Company Corporation shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one transaction or more a series of related transactions, assets or earning power aggregating more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or StockholdersPersons or, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company Corporation or any Subsidiary of the Company in one or more wholly-owned Subsidiaries of the Corporation in one transaction or a series of related transactions each of which individually and the aggregate does not violate Section 13(d11(o) hereof(any event described in clauses (x), (y) or (z), a “Change of Control Event”), then, and in each such casecase (except as provided in Section 7(f)), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which are null and void pursuant to Section 11(a)(ii7(f)) hereof, shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Exercise Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted), in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase dividing such Exercise Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price Current Market Price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidationChange of Control Event, mergerprovided, sale or transferhowever, that the Exercise Price (as so adjusted) and the number of Common Shares of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) to reflect any events occurring in respect of the Common Shares of such Principal Party after the occurrence of such Change of Control Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferChange of Control Event, all the obligations and duties of the Company Corporation pursuant to this Agreement; (iii) the term "Company" Principal Party shall thereafter be deemed to refer to such Principal Partyconstitute the Corporation for all purposes hereof, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal PartyParty following the first occurrence of a Change of Control Event; and (iv) such Principal Party shall take such steps (including, but not limited to, including the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof9) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its the Common Shares thereafter deliverable upon the exercise of the Rights; provided, further, that upon the subsequent occurrence of any consolidation, merger, sale or transfer of assets or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right and payment of the Exercise Price as provided in this Section 13(a), such cash, debt and equity securities and other assets which such holder would have been entitled to receive had such holder, at the time of such transaction, owned the Common Shares of the Principal Party receivable upon the exercise of a Right pursuant to this Section 13(a), and such Principal Party shall take such steps (including the reservation of shares of capital stock) as may be necessary or desirable to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, debt and equity securities and other assets.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one (1) or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one (1) or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one (1) or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereofShares) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.of

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, Stockholder or if in such merger or consolidation all holders of Common Stock Shares are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation entity of such merger or if in such merger or consolidation all holders of Common Shares are not treated alike (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which that would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage sell or otherwise transfer (or one or more of its subsidiaries Subsidiaries shall sell, mortgage sell or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Interested Stockholders, or if in such transaction all holders of Common Stock Shares are not treated alike, any other Person, Person (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does all of which collectively do not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable tradable Common Shares of the Principal Party (as such term is hereinafter defined)Party, free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the RightsRights (including, without limitation, that the terms hereof in respect of Preferred Shares, including without limitation the adjustment provisions of Section 11 hereof, shall thereafter apply, in a manner and on terms as nearly equivalent as practicable, with respect to the Common Shares of the Principal Party).

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, following the Shares Acquisition Date or, if a Transaction is proposed, the Distribution Date, directly or indirectly (x) the Company shall consolidate with, or merge with and into, any Interested Stockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested PersonStockholder, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person shall consolidate with the Company, or merge with and into the Company, and the Company shall be the continuing or surviving corporation of such merger (other than, in the case of either transaction described in (x) or (y), a merger or consolidation which would result in all of the voting power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidation), or (z) the Company shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders, or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each such case, proper provision shall be made so that (i) each holder of a Right, subject to Section 11(a)(ii) hereof, shall have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable in accordance with the terms of this Agreement and in lieu of Preferred Shares, such number of freely tradeable Common Shares of the Principal Party (as such term is hereinafter defined), free and clear of liens, rights of call or first refusal, encumbrances or other adverse claims, as shall be equal to the result obtained by (A) multiplying the then current Purchase Price by the number of one one-hundredths thousandths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current per share market price of the Common Shares of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "“Company" ” shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares in accordance with Section 9 hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable forprovided, and shall assumehowever, by virtue of such consolidation, merger, sale or transfer, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply to such Principal Party; and Purchase Price (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares as theretofore adjusted in accordance with Section 9 11(a)(ii) hereof) in connection with such consummation as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its Common Shares thereafter deliverable upon the exercise of the Rights.and the

Consolidation, Merger or Sale or Transfer of Assets or Earning Power. (a) In the event that, that following the Shares Acquisition Date or, if first occurrence of a Transaction is proposed, the Distribution DateFlip-In Event, directly or indirectly indirectly, (x) the Company shall consolidate with, or merge with and into, any Interested Stockholderother Person or Persons and the Company shall not be the surviving or continuing corporation of such consolidation or merger, or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person, (y) any Interested Person, Person or if in such merger or consolidation all holders of Common Stock are not treated alike, any other Person Persons shall consolidate with the Companywith, or merge with and into into, the Company, and the Company shall be the continuing or surviving corporation of such consolidation or merger (and, in connection with such consolidation or merger, all or part of the outstanding shares of Common Stock shall be changed into or exchanged for stock or other securities of any other Person or of the Company or cash or any other property other than, in the case of either transaction the transactions described in subparagraphs (x) or (y), a merger or consolidation which would result in all of the voting power Voting Power represented by the securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into securities of the surviving entity) all of the voting power Voting Power represented by the securities of the Company or such surviving entity outstanding immediately after such merger or consolidation and the holders of such securities not having changed as a result of such merger or consolidationtransactions), or (z) the Company or one or more of its Subsidiaries shall sell, mortgage or otherwise transfer (to any other Person or one any Affiliate or more Associate of its subsidiaries shall sell, mortgage or otherwise transfer)such Person, in one transaction, or more a series of related transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to any Interested Stockholder or Stockholders), or if in such transaction all holders of Common Stock are not treated alike, any other Person, (other than the Company or any Subsidiary of the Company in one or more transactions each of which individually and the aggregate does not violate Section 13(d) hereof) then, and in each on the first occurrence of any such caseevent (a "Flip-Over Event"), proper provision shall be made so that (i) each holder of a Right, subject Right (other than Rights which have become null and void pursuant to Section 11(a)(ii) hereof, ) shall thereafter have the right to receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (as theretofore adjusted in accordance with Section 11(a)(ii) hereof), in accordance with the terms of this Agreement and in lieu of shares of Preferred SharesStock or Common Stock of the Company, such number of validly authorized and issued, fully paid, non-assessable and freely tradeable shares of Common Shares Stock of the Principal Party (as such term is hereinafter defined), free and clear of not subject to any liens, encumbrances, rights of call or first refusal, encumbrances refusal or other adverse claims, as shall be equal to the result obtained by (A) multiplying dividing the then current Purchase Price by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable (without taking into account any adjustment previously made pursuant to as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and dividing that product by (B) 50% of the then current Current Market Price per share market price of the Common Shares Stock of such Principal Party (determined pursuant to Section 11(d) hereof) on the date of consummation of such consolidation, merger, sale or transfer; provided, however, that the Purchase Price (as theretofore adjusted in accordance with Section 11(a)(ii) hereof) and the number of shares of Common Stock of such Principal Party so receivable upon exercise of a Right shall be subject to further adjustment as appropriate in accordance with Section 11(f) hereof to reflect any events occurring in respect of the Common Stock of such Principal Party after the occurrence of such consolidation, merger, sale or transfer; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such consolidation, merger, sale or transferFlip-Over Event, all the obligations and duties of the Company pursuant to this Rights Agreement; (iii) the term "Company" for all purposes of this Rights Agreement shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall only apply to such Principal PartyParty following the first occurrence of a Flip-Over Event; and (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Shares Stock in accordance with Section 9 hereof) in connection with the consummation of any such consummation transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Shares Stock thereafter deliverable upon the exercise of the Rights; provided, however, that, upon the subsequent occurrence of any merger, consolidation, sale of all or substantially all assets, recapitalization, reclassification of shares, reorganization or other extraordinary transaction in respect of such Principal Party, each holder of a Right shall thereupon be entitled to receive, upon exercise of a Right, such cash, shares, rights, warrants and other property which such holder would have been entitled to receive had he, at the time of such transaction, owned the shares of Common Stock of the Principal Party purchasable upon the exercise of a Right, and such Principal Party shall take such steps (including, but not limited to, reservation of shares of stock) as may necessary to permit the subsequent exercise of the Rights in accordance with the terms hereof for such cash, shares, rights, warrants and other property.