Common use of Exchange Option Clause in Contracts

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding and (ii) the occurrence of a Section 13(a) Event, the Board may, at its option, cause the Company to exchange mandatorily all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting of one half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATION"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the Exchange Consideration. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDED, HOWEVER, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, a majority of the Continuing Directors or, if there are then no Continuing Directors, a majority of the Board of Directors of the Company may, at its their option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting ), shares of Common Stock at an exchange ratio of one half share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the securities that would be issuable at date of this Agreement (such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant exchange ratio being referred to this Section 11(c)(ii)(A) being herein as the "EXCHANGE CONSIDERATIONExchange Ratio"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of a majority of the Continuing Directors or, if there are then no Continuing Directors, a majority of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common SharesStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Shares Stock would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Company's Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Company's Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination (the earlier of such time and occurrence being referred to herein as the “Exchange Option Exercise Deadline”), the Board of Directors of the Company may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting ), Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such exchange ratio being referred to herein as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the securities that would be issuable at such time upon the Company may exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right its option to effect an exchange pursuant to this Section 11(c)(ii)(A11(c)(3) being prior to the "EXCHANGE CONSIDERATION")Trigger Date effective upon the Trigger Date, even if the Trigger Date coincides with the Exchange Option Exercise Deadline. Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange (and shall send a copy of such public notice to the Rights Agent) and, in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of Common Shares or or, if such shares are certificated, to distribute certificates which evidence represent fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, fraction by (y) the last sale price of the Company’s Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, Company or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either either, case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Company’s Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market priceunder the definition of “Current Market Price," ” adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) Event, the Board may, at its option, cause the Company to exchange mandatorily all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting of one half of the securities that would be issuable issuable, or cash or other assets with one half the value of the cash or other assets that would be issuable, at such time upon the exercise of one Right in accordance with Section 11(b) or 11(c)(i), as the case may be (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATIONExchange Consideration"). Any partial exchange shall be ---------------------- effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the Exchange Consideration. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the -------- ------- failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common SharesStock, the Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common SharesStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Shares Stock would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market (or, if the Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination (the earlier of such time and occurrence begin referred to herein as the "Exchange Option Exercise Deadline"), the Board of Directors of the Company may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting ), shares of Common Stock at an exchange ratio of one half share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such exchange ratio being referred to herein as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the securities that would be issuable at such time upon the Company may exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right its option to effect an exchange pursuant to this Section 11(c)(ii)(A11(c)(2) being prior to the "EXCHANGE CONSIDERATION")Trigger Date effective upon the Trigger Date, even if the Trigger Date coincides with the Exchange Option Exercise Deadline. Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(2) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common SharesStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Shares Stock would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Company's Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Company's Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% 50 percent or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, the Board of Directors of the Company may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting Rights, Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the securities that would be issuable at this Agreement (such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant exchange ratio being referred to this Section 11(c)(ii)(A) being herein as the "EXCHANGE CONSIDERATIONExchange Ratio"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination (the earlier of such time and occurrence being referred to herein as the “Exchange Option Exercise Deadline”), the Board of Directors of the Company may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting ), Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such exchange ratio being referred to herein as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the securities that would be issuable at such time upon the Company may exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right its option to effect an exchange pursuant to this Section 11(c)(ii)(A11(c)(3) being prior to the "EXCHANGE CONSIDERATION")Trigger Date effective upon the Trigger Date, even if the Trigger Date coincides with the Exchange Option Exercise Deadline. Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Company’s Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Company’s Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market priceunder the definition of “Current Market Price," ” adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, a majority of the Continuing Directors or, if there are then no Continuing Directors, a majority of the Board of Directors of the Company may, at its their option, cause the Company to exchange mandatorily for all or part of the then then- outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting ), Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the securities that would be issuable at this Agreement (such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant exchange ratio being referred to this Section 11(c)(ii)(A) being herein as the "EXCHANGE CONSIDERATIONExchange Ratio"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of a majority of the Continuing Directors or, if there are then no Continuing Directors, a majority of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Company's Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Company's Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, a majority of the Continuing Trustees or, if there are then no Continuing Trustees, a majority of the Board of Trustees of the Trust may, at its their option, cause the Company Trust to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting ), Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the securities that would be issuable at this Agreement (such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant exchange ratio being referred to this Section 11(c)(ii)(A) being herein as the "EXCHANGE CONSIDERATIONRATIO"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of a majority of the Continuing Trustees or, if there are then no Continuing Trustees, a majority of the Board of Trustees of the Trust ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company Trust shall promptly give public notice of any such exchange and in addition, the Company Trust shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDED, HOWEVER, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the Company The Trust shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company Trust shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the CompanyTrust, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, the Board of Directors of the Company may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting Rights, Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the securities that would be issuable at this Agreement (such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant exchange ratio being referred to this Section 11(c)(ii)(A) being herein as the "EXCHANGE CONSIDERATIONExchange Ratio"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(2) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange (as well as prompt written notice thereof to the Rights Agent) and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market AMEX (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of Except as otherwise provided in Section 11(a)(iv)(B), a Triggering Event and prior to the earlier of (i) the time any Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more majority of the Common Shares then outstanding and (ii) Board of Directors of the occurrence of a Section 13(a) Event, the Board Company may, at its their option, at any time and from time to time cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting of one half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATION"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution.of (B) Immediately upon the action of a majority of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the Exchange Considerationnumber of shares of Common Stock issuable in exchange under the terms of the preceding paragraph. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common SharesStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Shares Stock would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Company's Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Company's Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At a. If the Board of Directors acting in good faith shall determine that conditions exist which would eliminate or otherwise materially diminish in any time after respect the occurrence of a Triggering Event and prior benefits intended to be afforded to the earlier holders of (i) the time any Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding and (ii) the occurrence of a Section 13(a) Event, Rights pursuant to this Agreement the Board of Directors may, at its optionoption and without seeking the approval of holders of Common Shares or Rights, cause at any time after a Flip-in Event has occurred, authorize the Company Corporation to exchange mandatorily all issue or part deliver in respect of the then outstanding and exercisable Rights (each Right which shall is not include Rights that shall have become null and void pursuant to subsection 3.1(b), either: i. in return for the provisions Exercise Price and the Right, debt, equity or other securities or property or assets (or a combination thereof) having a value equal to twice the Exercise Price; or ii. in return for the Right, subject to any amounts that may be required to be paid under applicable law, cash, debt, equity or other securities or property or assets (or a combination thereof) having a value equal to the Exercise Price; in full and final settlement of Section 7(e) hereof) for consideration per Right consisting all rights attaching to the Rights; provided that the value of one half any debt, equity or other securities or properties or assets shall be determined by a nationally or internationally recognized Canadian firm of investment dealers or investment bankers selected by the securities Board of Directors. To the extent that would the Board of Directors determines in good faith that some action need be issuable at such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right taken pursuant to this Section 11(c)(ii)(Asection 3.2, the Board of Directors may suspend the exercisability of the Rights for a period of up to ninety (90) being days following the "EXCHANGE CONSIDERATION")date of the occurrence of the relevant Flip-in Event in order to decide the appropriate form of distribution to be made and to determine the value thereof. Any partial exchange In the event of any such suspension, the Corporation shall be effected on notify the Rights Agent and issue as immediately as practicable a pro rata basis based on public announcement stating that the number exercisability of the Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. has been temporarily suspended. b. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board ordering Directors authorizes the exchange of any particular Rights debt, equity or other securities or property or assets (or a combination thereof) pursuant to this Section 11(c)(ii) and subsection 3.2(a), without any further action and without any notice, the right to exercise those particular Rights shall terminate and or notice the only right thereafter of a holder shall have thereafter with respect to any of those particular Rights shall be to receive upon due exercise of the Exchange ConsiderationRights such debt, equity or other securities or property or assets (or a combination thereof) in accordance with the determination of the Board of Directors. The Company Within ten Business Days after the Board of Directors has authorized the exchange of such debt, equity or other securities or property or assets (or a combination thereof) pursuant to subsection 3.2(a), the Corporation shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDED, HOWEVER, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially ownedsection 5.

Exchange Option. (Aa) At any time after the occurrence The Board of a Triggering Event and prior to the earlier of (i) the time any Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more Directors of the Common Shares then outstanding and (ii) the occurrence of a Section 13(a) Event, the Board Corporation may, at its option, cause and without seeking the Company approval of the holders of Common Shares or Rights (provided that there are then Independent Directors in office and a majority of the Independent Directors concur), at any time and from time to time on or after a Flip-in Event has occurred, exchange mandatorily all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof3.1) for consideration per Right consisting Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the securities that would be issuable at this Agreement (such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant exchange ratio being hereinafter referred to this Section 11(c)(ii)(A) being as the "EXCHANGE CONSIDERATIONRATIO"). (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to Subsection 3.2(a) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Corporation shall promptly give public notice along with simultaneous written notice to the Rights Agent, of any such exchange, provided however that the failure to give or any defect in such notice shall not affect the validity of such exchange. The Corporation shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the register books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange will be affected and in the event of any partial exchange the number of Rights which will be exchanged. Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereofSubsection 3.1(b)) held by each holder of Rights. If the Board elects to . (c) In an exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A3.2, the Corporation, at its option, may substitute for Common Shares exchangeable for a Right (i) prior "common share equivalents", (ii) cash, (iii) debt or equity securities of the Corporation, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which a majority of the Independent Directors and the Board of Directors of the Corporation shall have determined in good faith to be equal to the physical distribution current Market Price of one Common Share (determined pursuant to Subsection 1.1(ac)) on the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on Trading Date immediately preceding the date of such distribution. (B) Immediately upon the action of the Board ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii3.2. (d) and If the Board of Directors authorizes the exchange of debt or equity securities or other assets (or a combination thereof) for Rights pursuant to Subsections 3.2(a) to (c), then, without any further action and without any or notice, the right to exercise those particular the Rights shall will terminate and the only right thereafter of a holder shall have thereafter with respect to any of those particular Rights shall be to receive such debt or equity securities or other assets (or a combination thereof) in accordance with the Exchange Considerationexchange formula authorized by the Board of Directors. The Company Within 10 Business Days after the Board of Directors has authorized the exchange of debt or equity securities or other assets (or a combination thereof) for Rights pursuant to Subsections 3.2 (a) to (c), the Corporation shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDED, HOWEVER, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchangeRights. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration debt or equity securities or other assets (or a combination thereof) for Rights will be effected and, in affected and shall state that Rights Certificates must be surrendered to the event Rights Agent as a condition precedent to the receipt of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the Company such debt or equity securities or other assets. (e) The Corporation shall not be required to issue fractions of Common Shares securities or to distribute certificates which evidence evidencing fractional Common Sharessecurities. In lieu of issuing such fractional Common Sharessecurities, the Company there shall pay be paid to the registered holders of the Rights Certificates with regard to which whom such fractional Common Shares securities would otherwise be issuable issuable, an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price same fraction of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu Price of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially ownedwhole security.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, the Board of Directors may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof), shares of Common Stock. The number of shares of Common Stock issuable for each Right in any such exchange (the "Exchange Shares") for consideration per Right consisting shall be at an exchange ratio of one half share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATION")date hereof. Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of a majority of the Board Continuing Directors ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the Exchange Considerationnumber of shares of Common Stock issuable in exchange under the terms of the preceding paragraph. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common SharesStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Shares Stock would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Company's Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Company's Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, the Board of Directors of the Company may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting Rights, Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of the securities that would be issuable at this Agreement (such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant exchange ratio being referred to this Section 11(c)(ii)(A) being herein as the "EXCHANGE CONSIDERATIONExchange Ratio"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining under the definition of "current per share market priceCurrent Market Price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding and (ii) the occurrence of a Section 13(a) Event, the Board may, at its option, cause the Company to exchange mandatorily all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting of one half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATIONExchange Consideration"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the Exchange Consideration. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDED, HOWEVER, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) EventBusiness Combination, the Board of Directors of the Company may, at its option, cause the Company to exchange mandatorily for all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting Rights, Common Shares at an exchange ratio of one half Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement (such exchange ratio being referred to herein as the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATION"“Exchange Ratio”). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii11(c)(3) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange ConsiderationRatio. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDprovided, HOWEVERhowever, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common Shares, the The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market NYSE (or, if the Common Shares are not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market priceunder the definition of “Current Market Price," ” adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) the time any Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Shares Stock then outstanding and (ii) the occurrence of a Section 13(a) Event, the Board may, at its option, cause the Company to exchange mandatorily all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting of one half of the securities that would be issuable issuable, or cash or other assets with one half the value of the cash or other assets that would be issuable, at such time upon the exercise of one Right in accordance with Section 11(b) or 11(c)(i), as the case may be (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATION"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all the Rights for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. (B) Immediately upon the action of the Board ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the Exchange Consideration. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDED, HOWEVER, that the failure to give, any delay in giving or any defect in, such notice shall not affect the validity of such exchange. Each such notice of exchange will state the method by which the exchange of the Exchange Consideration for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. In the event the Exchange Consideration consists of Common SharesStock, the Company shall not be required to issue fractions of shares of Common Shares Stock or to distribute certificates which evidence fractional shares of Common SharesStock. In lieu of such fractional shares of Common SharesStock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Shares Stock would otherwise be issuable an amount in cash equal to the product derived by multiplying (x) the subject fraction, by (y) the last sale price of the Common Shares Stock on the fifth Trading Day following the public announcement of the exchange by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the Nasdaq National Market (or, if the Common Shares are Stock is not so listed or traded, then as determined in the manner provided in Section 11(d)(i) for determining "current per share market price," adjusted to take into account the exchange). In determining whether any particular holder shall be obligated to receive cash in lieu of a fractional share, the holder shall be entitled to have all Rights beneficially owned by such holder aggregated so that only one fractional share shall be attributable to all the Rights so beneficially owned.

Exchange Option. (A) At any time after the occurrence of a Triggering Event and prior to the earlier of (i) Subject to and upon compliance with the provisions of this Section 7(b), at the option of the holder thereof, any Definitive Security or, in the case of any Registered Security or Bearer Security of a denomination other than $1,000, any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be exchanged on or after the date which is the later of the Exchange Date or the date of the effectiveness of a registration statement relating to the Guarantor Common Stock (as hereinafter defined), at the principal amount thereof, or of such portion thereof, for fully paid and nonassessable shares of Common Stock of the Guarantor ("Guarantor Common Stock") as set forth in the Exchange Options endorsed upon the Definitive Securities (the "Exchange Options"). The Exchange Options may be exercised from and after the date set forth herein, by the holder of any outstanding Definitive Security in the event of a Change in Control (as defined in the Exchange Options endorsed upon the Definitive Securities) that has not been approved by the Continuing Directors (as defined in the Exchange Options endorsed upon the Definitive Securities). The price at which shares of Guarantor Common Stock shall be delivered upon such exchange shall be determined in accordance with the terms of the Exchange Options endorsed upon the Definitive Securities. Any reference herein to the Exchange Options shall be deemed to mean such Exchange Options as they may be amended by the Guarantor from time to time as provided in the Exchange Options. In all events, the Exchange Options are subject to termination as provided therein. The Guarantor shall cause to be filed with the Conversion Agent and at each office or agency maintained for the purpose of exchange of Securities a notice setting forth the terms and effective date of any Personsuch amendment or the date of such termination and shall cause notice to the effect of such amendment or termination, including the terms and the effective date thereof to be given as provided in Section 19 except that notice need only be given once not more than 20 days after the date of such amendment or termination by the Guarantor. The failure to give notice required by this Section or any defect therein shall not affect the legality or validity of any amendment or termination. (ii) In order to exercise an Exchange Option, the holder of any Security to be so exchanged shall surrender such Security, together with (if applicable) all Affiliates unmatured coupons and Associates any matured coupons in default appertaining thereto and the sum of $1.00 for each full share of Guarantor Common Stock to be issued upon such Personexchange in New York Clearing House Funds or such other funds acceptable to the Guarantor, becomes at the Beneficial Owner of 50% or more office of the Common Shares then outstanding and (ii) Conversion Agent or any office or agency of the occurrence of a Guarantor maintained for that purpose pursuant to Section 13(a) Event12(f), accompanied by written notice in substantially the Board mayform set forth in the Exchange Options endorsed upon the Definitive Securities to the Guarantor, at its option, cause such office or agency that the Company to exchange mandatorily all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void pursuant to the provisions of Section 7(e) hereof) for consideration per Right consisting of one half of the securities that would be issuable at such time upon the exercise of one Right in accordance with Section 11(b) (the consideration issuable per Right pursuant to this Section 11(c)(ii)(A) being the "EXCHANGE CONSIDERATION"). Any partial exchange shall be effected on a pro rata basis based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. If the Board elects to exchange all such Security or, if less than the Rights entire principal amount of a Registered Security or Bearer Security of a denomination other than $1,000 is to be exchanged, the portion thereof to be exchanged. Subject to, in the case of Registered Securities surrendered for Exchange Consideration pursuant to this Section 11(c)(ii)(A) prior exchange during the period from the close of business on any Record Date next preceding any interest payment date to the physical distribution opening of business on such interest payment date, the right of the Rights Certificatesholder of record of a Registered Security at such record date to receive an installment of interest, no payment or adjustment shall be made upon any exchange on account of any interest accrued on the Company may distribute Securities surrendered for exchange or on account of any dividends on the Exchange Consideration in lieu of distributing Rights Certificates, in which case for purposes of this Rights Agreement holders of Rights Guarantor Common Stock issued upon exchange. (iii) Securities shall be deemed to have simultaneously received and surrendered been exchanged immediately prior to the close of business on the day of surrender of such Securities for exchange Rights Certificates on in accordance with the date of foregoing provisions, and at such distribution. (B) Immediately upon time the action of the Board ordering the exchange of any particular Rights pursuant to this Section 11(c)(ii) and without any further action and without any notice, the right to exercise those particular Rights shall terminate and the only right a holder shall have thereafter with respect to any of those particular Rights shall be to receive the Exchange Consideration. The Company shall promptly give public notice of any such exchange and in addition, the Company shall promptly mail a notice of any such exchange to all rights of the holders of such Rights in accordance with Section 25 of this Agreement; PROVIDEDSecurities as holders shall cease, HOWEVER, that and the failure person or persons entitled to give, any delay in giving receive the Guarantor Common Stock issuable upon such exchange shall be treated for all purposes as the record holder or any defect in, such notice shall not affect the validity holders of such Guarantor Common Stock at such time. As promptly as practicable on or after the exchange date, the Guarantor shall cause to be issued or delivered at such office or agency a certificate or certificates for the number of full shares of Guarantor Common Stock issuable or deliverable upon such exchange, together with payment, in lieu of any fraction of a share, as provided below. (iv) In the case of any Registered Security or Bearer Security of a denomination other than $1,000 which is exchanged in part only, upon such exchange, the Guarantor shall certify to the Company such partial exchange, and the Company shall execute and the Fiscal Agent shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Security or Securities of any authorized kind or denomination as requested by such holder, in aggregate principal amount equal to the unconverted portion of the principal amount of such Security, having endorsed thereon a Guarantee and an Exchange Option duly executed by the Guarantor. (v) No fractional shares of Guarantor Common Stock shall be issued or delivered upon exchange of Securities pursuant to the Exchange Options. Each If more than one Security shall be surrendered for exchange at one time by the same holder, the number of full shares which shall be issuable or deliverable upon exchange thereof shall be computed on the basis of the aggregate principal amount of the Securities (or, in the case of Registered Securities or Bearer Securities of a denomination other than $1,000 specified portions thereof) so surrendered. Instead of any fractional share of Guarantor Common Stock which would otherwise be issuable or deliverable upon exchange of any Security or Securities (or, in the case of Registered Securities or Bearer Securities of a denomination other than $1,000, specified portions thereof), the Guarantor shall pay a cash adjustment in respect of such notice fraction in an amount equal to the same fraction of exchange will state the method by Exchange Price (as defined in the Exchange Options) of Guarantor Common Stock. (vi) The Guarantor shall, from and after the date on which the Exchange Options first may apply, at all times have reserved and available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the exchange of the Exchange Consideration for Rights Securities, the full number of shares of Guarantor Common Stock then issuable upon the exchange of all Securities. (vii) The Guarantor shall use its best efforts to take all steps necessary (i) to cause all registrations with, and to obtain any approvals by, any governmental authority under any Federal or state law of the United States that may be required before the shares of Guarantor Common Stock may be lawfully issued or transferred and (ii) to list the shares of Guarantor Common Stock required to be issued or delivered upon conversion of Securities prior to such issue or delivery on each national securities exchange on which the outstanding Guarantor Common Stock is listed at the time of such delivery. (viii) The Guarantor covenants that all shares of Guarantor Common Stock which may be issued or delivered upon exchange of Securities will upon issue be effected fully paid and nonassessable and, except as provided in the event of any partial exchangeSection 13, the number Guarantor will pay all stamp, excise or similar taxes or duties, liens and charges with respect to the issue thereof. (ix) All exchanged Securities shall be held by the Guarantor, and may, at any time, be delivered to the Fiscal Agent for cancellation, which shall hold or dispose of Rights which will be exchangedthe same. In the event the Exchange Consideration consists of Common Shares, the Company Exchanged Securities shall not be required transferred and will cease to issue fractions represent obligations of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay upon the presentation thereof for such exchange. The Guarantor will promptly give, or cause to be given, written notice to the registered holders Company and the Fiscal Agent of the Rights Certificates with regard to serial numbers of all Securities which such fractional Common Shares would otherwise be issuable an amount in cash equal to the product derived by multiplying have been exchanged. (x) Neither the subject fraction, by (y) Fiscal Agent nor the last sale price of the Common Shares on the fifth Trading Day following the public announcement of the exchange Conversion Agent or agency appointed by the Company, or, in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, in either case on a when issued basis (taking into account the exchange), as reported in the principal consolidated transaction reporting system Guarantor shall be accountable with respect to securities listed the validity or admitted to trading on value (or the Nasdaq National Market (or, if kind or amount) of any shares of Guarantor Common Stock which may at any time be issued or delivered upon the Common Shares are not so listed exchange of any Security; and neither the Fiscal Agent nor the Conversion Agent or traded, then as determined in agency appointed by the manner provided in Section 11(d)(i) for determining "current per share market price," adjusted to take into account Guarantor makes any representation with respect thereto. Neither the exchange). In determining whether any particular holder Fiscal Agent nor the Conversion Agent or agency appointed by the Guarantor shall be obligated responsible for any failure of the Guarantor to receive issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the delivery of any Security for the purpose of exchange or to comply with any of the covenants contained in lieu this Section 7(b). (xi) Issuance of a fractional share, the holder any Guarantor Common Stock to be issued pursuant to an Exchange Option ("Restricted Guarantor Common Stock") shall be entitled to have all Rights beneficially owned by deferred until such holder aggregated so that only one fractional share shall be attributable to all time as a registration statement in respect of such Guarantor Common Stock is effective under the Rights so beneficially ownedSecurities Act.