Common use of Exchange Clause in Contracts

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares at an exchange ratio equal to the effective Exercise Ratio per Right, appropriately adjusted to reflect any adjustment in the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, evidence of which shall have been filed with the Rights Agent, 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designations attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Continuing Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, evidence of which shall have been filed with the Rights Agent, 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designations attached hereto as EXHIBIT A, so that the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Redemption Deadline, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date of Rightsthis Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares voting power of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange by first class mail to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In To the event that extent permitted by applicable law and any material agreements then in effect to which the Company is a party, the Company may (at its option) and shall (if there shall are not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued and unreserved to permit any the exchange in full of the Rights in accordance with Section 24(a)) substitute for each share of Common Stock that is issuable upon the exchange of Rights as contemplated in accordance with this Section 2424(a), but that is not so issued, an amount of cash, a number of Common Stock Equivalents, debt securities of the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange or other assets, or any combination of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Sharesforegoing, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable having an amount in cash aggregate value that is equal to the same fraction of the current market value price per share of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to Common Stock on the date of exchange pursuant to this Section 24such exchange, where such aggregate value has been determined by the Board upon the advice of a nationally recognized investment banking firm selected in good faith by the Board.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the exchange of all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to (the effective Exercise Ratio "Exchange Ratio") of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, Subsidiary or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 hereof 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents, as such term is defined in Section 11(a)(iii) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares, Preferred Shares issued but or common stock equivalents authorized by the Company's certificate of incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Common Share. For the purposes of this paragraph (de), the current per share market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, by action of a majority of the Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for Ordinary Shares at an exchange ratio equal to the effective Exercise Ratio per Rightshares of Common Stock, each Right being exchangeable for one share of Common Stock, appropriately adjusted to reflect any adjustment transaction specified in Section 11(a)(i) occurring after the date hereof (such number of Rightsshares of Common Stock issuable in exchange for one Right being referred to herein as the "Exchange Shares"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of a majority of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Company shall promptly give public notice of any such exchange, with prompt notice thereof to the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or shares of Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient Ordinary Shares shares of Preferred Stock or Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Preferred Stock or Common Stock for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii). (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second and third sentences of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time on or after any Person becomes an Acquiring Persona Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Preferred Stock at an exchange ratio equal to the effective Exercise Ratio of one one-thousandth of a share of Preferred Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 23(a) of this Section 24 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 the holders of such Rights shall be to receive that number of Ordinary Shares shares of Preferred Stock equal to the number of such Rights held by such holder holders multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Preferred Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares or shares of Common Stock or, in the case of certificated shares, to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (asubsection 24(a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 1(k) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice 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 Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) for Ordinary Common Shares of the Company at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date of Rightsthis Rights Agreement (such exchange ratio being referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 27(a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any 34 - RIGHTS AGREEMENT defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In any exchange pursuant to this Section 27, the Company, at its option, may substitute preferred shares or other securities for some or all of the Common Shares exchangeable for Rights, as appropriately adjusted to reflect adjustments in the voting rights of the securities, so that the fraction of a security delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares or preferred shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2427, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares or preferred shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) 24.1 The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Stock Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include excludes Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof11.1.2) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per one one-thousandths of a Preferred Share represented by a Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Common Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any rights that theretofore have not been exchanged pursuant to this Section 24 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) 24.2 Immediately upon effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 24.1, 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof11.1.2) held by each holder of Rights. 24.3 In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares or Common Stock Equivalents for Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (cor an appropriate number of Common Stock Equivalents) In for each Common Share, as appropriately adjusted to reflect adjustments in the event voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. 24.4 If there shall not be sufficient Ordinary Common Shares, Preferred Shares issued but not outstanding or Common Stock Equivalents authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares, Preferred Shares or Common Stock Equivalents for issuance upon exchange of the Rights. (d) 24.5 The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such issuing fractional Ordinary Common Shares, the Company shall may instead pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Common Share. For the purposes of this paragraph (d)Section 24.5, the current per share market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. 24.6 Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors or such trust or entity. In the event the Board of Directors determines, before the Distribution Date, to effect an exchange, such Board may delay the occurrence of the Distribution Date to such time as such Board deems advisable; provided that the Distribution Date must occur no later than twenty days after the Stock Acquisition Date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of RightsRights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or of any such SubsidiarySubsidiary of the Company, or any entity or trustee holding Ordinary Common Shares for or pursuant to the terms of any such planplan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to Section 24(c), the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one (1) Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in Section 24(a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notice thereof the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of this paragraph Section 1(j) hereof). (d)e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(e) and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with Section 24(e). The Company shall give public notice (with prompt written notice thereof 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 Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Class A Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Class A Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute and, in the event that there shall not be sufficient Ordinary Shares shares of Class A Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu extent of such fractional Ordinary Sharesinsufficiency, the Company shall pay to the registered holders for each share of the Right Certificates with regard to which such fractional Ordinary Shares Class A Common Stock that would otherwise be issuable an amount upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in cash Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the same fraction of the current per share market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior one share of Class A Common Stock (determined pursuant to Section 11(d) hereof) as of the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) hereof held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, upon resolution of a majority of the Board of Directors of the Company Directors, may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Units of Preferred Stock or shares of Company Common Stock (at the election of the Board of Directors) at an exchange ratio equal to of one Unit of Preferred Stock or one share of Company Common Stock, as the effective Exercise Ratio case may be, per Right, as appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Company Common Stock aggregating 50% or more of the Ordinary Shares shares of Company Common Stock then outstanding. From and after the occurrence of a Section 13(a) Event, any Rights that theretofore have not been exchanged pursuant to this Section 34(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 34(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 34(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 Ordinary Shares Units of Preferred Stock or shares of Company Common Stock, as the case may be, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. 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 shall state the method by which the exchange of Units of Preferred Stock or shares of Company Common Stock, as the Ordinary Shares case may be, for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Preferred Stock or Company Common Stock, as the case may be, which are authorized by the Company’s Certificate of Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 2434, the Company Company, at the election of a majority of the Board of Directors, shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Preferred Stock or Company Common Stock, as the case may be, for issuance upon exchange of the RightsRights or shall make adequate provision to substitute, in whole or in part, (1) cash, (2) other equity securities of the Company, (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing, having an aggregate value for each Right to be exchanged equal to the per share market price of one Unit of Preferred Stock or share of Company Common Stock, as the case may be (determined pursuant to Section 11(d) hereof) as of the date of a Section 11(a)(ii) Event, where such aggregate value has been determined by a majority of the Board of Directors. To the extent that the Company determines that action must be taken pursuant to the foregoing clauses of this Section 34(c), the Board of Directors may suspend the exercisability of the Rights for a period of up to sixty days following the date on which the event described in Section 34(a) shall have occurred, in order to seek any authorization of additional shares of Company Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. (d) The Company shall not be required to issue fractions of Ordinary Shares Units of Preferred Stock or fractions of shares of Company Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesUnits or fractional shares. In lieu of such issuing fractional Ordinary SharesUnits or fractional shares, the Company shall may pay to the registered holders of Rights Certificates at the Right Certificates with regard to which time such fractional Ordinary Shares would otherwise be issuable Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value price (determined pursuant to Section 11(d) hereof) of a whole Ordinary Share. For one Unit of Preferred Stock or one share of Company Common Stock, as the purposes of this paragraph (d)case may be, the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for on the Trading Day immediately prior to the date of exchange pursuant to this Section 2434.

Exchange. (a) The Board of Directors of the Company Company, upon the affirmative vote of three-fourths of the entire Board of Directors, may, at its optionoption but subject to the receipt by the Company of any required regulatory approvals, at any time and from time to time on or after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date of Rightsthis Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding outstanding, or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or for issuance upon exchange of the Rights, subject, however, to Section 24(d) hereof. (d) In any exchange pursuant to this Section 24, the Company, at its option but subject to the receipt by the Company of any required regulatory approvals, may substitute for any share of Common Stock exchangeable for a Right (i) Common Stock Equivalents, (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which three-fourths of the entire Board of Directors of the Company shall have determined in good faith to be equal to the Current Market Price of one share of Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Day immediately preceding the date of exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or of any such SubsidiarySubsidiary of the Company, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 any such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt notice thereof 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action actions as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time on or after any Person becomes an Acquiring Persona Stock Acquisition Date, exchange with respect to all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii6(e) hereof) for Ordinary Shares at an exchange ratio equal or which are not exercisable pursuant to the effective Exercise Ratio per Right, appropriately adjusted to reflect any adjustment in the number of Rights. Notwithstanding the foregoingSection 12), the Board may, at its option, exchange for each Right one one-millionth of Directors a share of Preferred Stock, subject to adjustment pursuant to Section 9(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the Company shall not Rights by the Board may be empowered to effect made effective at such exchange at any time after any Person (other than time, on such basis and with such conditions as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingBoard in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the to exchange of any Rights pursuant to paragraph Section 20(a) (aor at such later time as the Board may establish) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares fractional shares of Preferred Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 22; provided, however, provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Rights for Rights fractional shares of Preferred Stock will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii6(e) hereofor which are not exercisable pursuant to Section 12) held by each holder of Rights. (c) In lieu of exchanging all or any part of the event that there shall not be sufficient Ordinary Shares issued but not then outstanding or authorized but unissued to permit any exchange and exercisable Rights for fractional shares of Rights as contemplated Preferred Stock in accordance with this Section 2420(a), the Company Board may, at its option, exchange any such Rights (which shall take all such action not include Rights that have become void pursuant to Section 6(e) or which are not exercisable pursuant to Section 12) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, as may be necessary adjusted pursuant to authorize additional Ordinary Shares for issuance upon exchange of the RightsSection 9(a)(i). (d) The Company shall not be required Prior to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable effecting an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 2420, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the fractional shares of Preferred Stock, or shares of Common Stock or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive shares or other securities pursuant to the exchange shall be entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal of one share of Common Stock per Right (such exchange ratio being hereinafter referred to as the effective Exercise Ratio per Right, appropriately adjusted to reflect any adjustment in the number of Rights"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares aggregating 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, in its discretion, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. In the event that the Company shall determine not to take such action or shall, after good faith effort, be unable to take such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fractions thereof (or equivalent preferred shares as such term is defined in Section 11(b)), having an aggregate value equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of issuance of such Preferred Shares or fractions thereof (or equivalent preferred shares). (d) The Company shall not not, in connection with any exchange pursuant to this Section 24, be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time after any Person becomes an -------- Acquiring Person or an Adverse Person, the Board (with the concurrence of a majority of the Continuing Directors) may, at their option, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to Section 7(e) and (ii) shall include, without limitation, any Rights issued after the provisions of Distribution Date as contemplated by Section 11(a)(ii) 22 hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoingfore- -------- ----- going, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit or stock ownership plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Ordinary Shares Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided, however, that the -------- ------- failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Common Stock Equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of Common Stock Equivalents pursuant to the terms thereof, so that each Common Stock Equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock which are authorized by the Company's Certificate of Incorporation, as amended, but not outstanding or authorized but unissued reserved for issuance are not sufficient to permit any an exchange of Rights as contemplated in accordance with by this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall may pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share for Common Stock (determined pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (asubsection 24(a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 1(k) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice 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 Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring PersonPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty per cent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth (1/100th) of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 hereof 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt written notice thereof 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.validity

Exchange. (a) The Board of Directors of the Company mayCompany, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, may cause the Company to exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares ----------------- Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of RightsCommon Stock after the date hereof (such amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that -------------- theretofore have not been exchanged pursuant to this Section 24(a) shall ------------- thereafter be exercisable only in accordance with Section 13 and may not be ---------- exchanged pursuant to this Section 24(a). The exchange of the Rights by the ------------- Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph Section ------- 24 (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.. ----------------- (c) In The Company, at its option, may substitute and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute to authorize additional Ordinary Shares for issuance upon exchange of ---------- the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu extent of such fractional Ordinary Sharesinsufficiency, the Company shall pay to the registered holders for each share of the Right Certificates with regard to which such fractional Ordinary Shares Common Stock that would otherwise be issuable an amount upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Shares, as such term is defined in cash Section 11(b)) such that the current per share market price -------------- (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock ------------- (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the same fraction of the current per-share market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of exchange pursuant to this Section 24.such exchange. -------------

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio equal of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the effective Exercise Ratio same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of RightsRights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstandingoutstanding or (ii) the occurrence of a Flip-Over Event. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) 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 Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock and/or Common Stock Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system scrip evidencing fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price Closing Price per share of a Ordinary Share Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of RightsCommon Stock after the date hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Ordinary Shares for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Shares, as such term is defined in Section 11(b)) such that the Rightscurrent per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in Following the book-entry account system action of the transfer agent which evidence fractional Ordinary Shares. In lieu Board ordering the exchange of such fractional Ordinary Sharesany Rights pursuant to this Section 24, the Company shall pay may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the shares of Common Stock (or such other consideration) issuable upon an exchange pursuant to the registered this Section 24 are not received by holders of the Right Certificates with regard Rights that have become void pursuant to which such fractional Ordinary Shares would otherwise be issuable Section 11(a)(ii). Prior to effecting an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or a portion (as designated by the Board) of the shares of Common Stock or such other securities issuable pursuant to the exchange, and all holders of Rights entitled to receive such shares of Common Stock or other securities shall be entitled to receive such shares of Common Stock or other securities (and any dividends paid or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock or other such securities in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be void pursuant to Section 11(a)(ii) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and nonassessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange. (a) The Board of Directors of the Company may, at its option, by action of a majority of the Board, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Series A-1 Common Stock at an exchange ratio equal to the effective Exercise Ratio per Rightof three-quarters (0.75) of one share of Series A-1 Common Stock, appropriately adjusted to reflect any adjustment transaction specified in Section 11(a)(ii) occurring after the number date hereof, per Right (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of Rightsthe Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoingPrior to effecting an exchange pursuant to this Section 24, the Board of Directors of may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall not be empowered enter into the Trust Agreement and shall issue to effect the trust created by such exchange at any time after any Person agreement (other than the Company, any Subsidiary “Trust”) all of the Company, any employee benefit or stock ownership plan shares of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or Series A-1 Common Stock issuable pursuant to the exchange, and all Persons entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more provision of the Ordinary Shares then outstandingTrust Agreement. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Series A-1 Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange, with prompt notice thereof to the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. 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 of the Ordinary Shares Series A-1 Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Series A-1 Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company Board shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Series A-1 Common Stock for issuance upon exchange of the RightsRights or shall take such other action specified in Section 11(a)(iii). (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Series A-1 Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Series A-1 Common Stock. In lieu of such fractional Ordinary Sharesshares of Series A-1 Common Stock, the Company shall pay there may be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Series A-1 Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Series A-1 Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Series A-1 Common Stock shall be the closing price of a Ordinary Share share of Series A-1 Common Stock (as determined pursuant to the second and third sentences of Section 11(b) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (ai) The Board of Directors of the Company may, at its option, at any time after any Person person becomes an Acquiring Person, upon resolution adopted by a majority of the Company's Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(f)) for Ordinary Shares Units of Preferred Stock at an exchange ratio equal to the effective Exercise Ratio of one Unit of Preferred Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "SECTION 24(a)(i) EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (bii) Immediately upon the action of the The Board of Directors of the Company ordering may, at its option, at any time after any person becomes an Acquiring Person, upon resolution adopted by a majority of the Company's Board of Directors, exchange all or part of any the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to paragraph (aSection 7(f)) for Units of this Section 24 and without Preferred Stock at an exchange ratio specified in the following sentence, as appropriately adjusted to reflect any further action and without any noticestock split, stock dividend or similar transaction occurring after the right date hereof. Subject to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall adjustment, each Right may be to receive exchanged for that number of Ordinary Shares equal to Units of Preferred Stock obtained by dividing the number of such Rights held by such holder multiplied Adjustment Spread (as defined below) by the Exchange Ratio. The Company shall promptly give public notice then Current Market Price (determined pursuant to Section 11(d)) per Unit 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based Preferred Stock on the number earlier of Rights (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer by any Person (other than Rights which have become void pursuant to an Exempt Person) is first published or sent or given within the provisions meaning of Section 11(a)(iiRule 14d-4(a) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares Exchange Act Regulations or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of successor rule, if upon consummation thereof such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares Person would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.be

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.such

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, evidence of which shall have been filed with the Rights Agent, 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designations attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Company, upon resolution of a majority of the Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Units of Preferred Stock or shares of Company Common Stock (at the election of the Board of Directors at an exchange ratio equal to of one Unit of Preferred Stock or one share of Company Common Stock, as the effective Exercise Ratio case may be, per Right, as appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Company Common Stock aggregating 50% or more of the Ordinary Shares shares of Company Common Stock then outstanding. From and after the occurrence of a Section 13(a) Event, any Rights that theretofore have not been exchanged pursuant to this Section 34(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 34(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 34(a) of this Section 24 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 Ordinary Shares Units of Preferred Stock or shares of Company Common Stock, as the case may be, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of Units of Preferred Stock or shares of Company Common Stock, as the Ordinary Shares case may be, for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Preferred Stock or Company Common Stock, as the case may be, which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 2434, the Company Company, upon a resolution of a majority of the Board of Directors, shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Preferred Stock or Company Common Stock, as the case may be, for issuance upon exchange of the RightsRights or make adequate provision to substitute, in whole or in part, (1) cash, (2) other equity securities of the Company, (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing, having an aggregate value for each Right to be exchanged equal to the per share market price of one Unit of Preferred Stock or share of Company Common Stock, as the case may be (determined pursuant to Section 11(d) hereof) as of the date of a Section 11(a)(ii) Event, where such aggregate value has been determined by a majority of the Board of Directors. (d) The Company shall not be required to issue fractions of Ordinary Shares Units of Preferred Stock or fractions of shares of Company Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesUnits or fractional shares. In lieu of such issuing fractional Ordinary SharesUnits or fractional shares, the Company shall may pay to the registered holders of Rights Certificates at the Right Certificates with regard to which time such fractional Ordinary Shares would otherwise be issuable Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value price (determined pursuant to Section 11(d) hereof) of a whole Ordinary Share. For one Unit of Preferred Stock or one share of Company Common Stock, as the purposes of this paragraph (d)case may be, the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.34

Exchange. (a) The 26.1. Notwithstanding any other provision hereof, the Board of Directors of the Company Corporation may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) 7.6 hereof) for Ordinary Shares shares of Common Stock of the Corporation at an exchange ratio equal determined by dividing the then- applicable exercise price of the Rights determined under Section 7.2 by the "current per share market price" as defined in Section 11.4.1 (such exchange ratio being hereinafter referred to as the effective Exercise Ratio per Right, appropriately adjusted to reflect any adjustment in the number of Rights"Exchange Ratio"). Notwithstanding -------------- the foregoing, the Corporation's Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit or stock ownership plan of the Company Corporation or any such Subsidiary, or any entity holding Ordinary Shares Person organized, appointed or established by the Corporation for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares representing 50% or more of the Ordinary Shares then outstandingVoting Power. (b) 26.2. Immediately upon the action of the Board of Directors of the Company Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 26.1 and without any further action and without any notice, the right to exercise such Rights rights shall terminate and the only right thereafter of a the holder of such Rights (other than a holder of Rights that have become null and void pursuant to the provisions of Section 7.6 hereof) shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly give public notice, and shall promptly give 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 Company Corporation promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof7.6) held by each holder of Rights. (c) 26.3. In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2426, the Company Corporation shall take all such action as may be necessary to authorize issue additional Ordinary Shares for issuance upon exchange shares of Common Stock, Preferred Stock and/or Capital Stock Equivalents with an aggregate current market value (as determined by the Board of Directors of the Rights. (dCorporation) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the aggregate current market value of a whole Ordinary Share. For the purposes number of this paragraph (d), the current market value shares of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior Common Stock equal to the date of exchange pursuant to this Section 24Exchange Ratio.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock or Common Stock Equivalents, or any combination thereof, at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last latest addresses as they appear upon the registry 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 of the Ordinary Shares 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. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall may, at its option, take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d)Section 24, the current market value of a whole Ordinary Share share of Common Stock shall be the closing price (as determined pursuant to the second sentence of a Ordinary Share Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the value of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of its Board of Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity Person holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Company’s Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (asubsection 24(a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors of the Company, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors of the Company, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subsection 2 (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors of the Company may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 1(j) hereof). (e) The Company may, at its option, by majority vote of its Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Company’s Board of Directors based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection 24(e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Company’s Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after the time that any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) and Section 11(a)(ii) hereof) for Ordinary Shares Common Stock of the Company at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction involving either the number of RightsCommon Stock or the Preferred Stock occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiarysubsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 25 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 25, the event Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Stock exchangeable for Rights, at the initial rate of two-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Board of Directors of the Company shall not authorize any exchange transaction referred to in Section 25(a) hereof unless at the time such exchange is authorized there shall not be sufficient Ordinary Shares Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any the exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights25. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for Ordinary Shares Preferred Share Fractions (or, at the election of the Board (a "Section 24(a) Election"), Common Shares) at an exchange ratio equal to of one Preferred Share Fraction (or Common Share, as the effective Exercise Ratio case may be) per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate terminate, and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares Preferred Share Fractions (or Common Shares, as the case may be) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly notify the Rights Agent and give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided in Section 26 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 of Preferred Share Fractions (or Common Shares, as the Ordinary Shares case may be) for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions provision of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In the event that If there shall are not be sufficient Ordinary Preferred Shares (or Common Shares, if applicable) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Preferred Shares (or Common Shares, as the case may be) for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or Preferred Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares or Preferred Shares, except in each case for fractions of Preferred Shares which are integral multiples of Preferred Share Fractions. In lieu of such fractional Ordinary SharesPreferred Shares which are not integral multiples of Preferred Share Fractions, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Preferred Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Current Market Value of a whole Ordinary Preferred Share. For , as determined pursuant to the purposes second sentence of this paragraph (dSection 11(d)(ii), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (e) If applicable, 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, there shall be paid 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 same fraction of the Current Market Value of a whole Common Share. For the purposes of this Section 24(e), the Current Market Value of a whole Common Share shall be as determined pursuant to Section 11(d)(i) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date of Rightsthis Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), an Exempt Person) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of outstanding and exercisable Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors A majority of the Company Continuing Directors may, at its their option, at any time after any Person becomes an Acquiring Person, cause the Company to exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors a majority of the Company Continuing Directors shall not be empowered to effect such exchange at any time after any Person person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, subsidiary or any entity holding Ordinary Shares shares of Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Shares of Common Stock totalling 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors a majority of the Company Continuing Directors ordering the exchange of any Rights pursuant to paragraph (aSection 23(a) of this Section 24 hereof 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such 52 56 exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon on the registry 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 shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that If there shall not be a sufficient Ordinary Shares issued but not outstanding or number of shares of Common Stock authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with by this Section 2423, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon the exchange of the Rights. (d) The . If the Company shall not shall, after good faith effort, be required unable to issue fractions take all such action as may be necessary to authorize such additional shares of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary SharesCommon Stock, the Company shall pay to the registered holders substitute for each share of the Right Certificates with regard to which such fractional Ordinary Shares Common Stock that would otherwise be issuable an amount in cash upon exchange of a Right, a number of shares of preferred stock or fraction thereof such that the current per share market price of one share of preferred stock multiplied by such number or fraction is equal to the same fraction of the current per share market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to one share of Common Stock as of the date of exchange pursuant to this Section 24issuance of such share of preferred stock or fraction thereof.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe right of the Company to redeem the Rights has expired or terminated (although such right may be subject to restoration as a Springing Right of Redemption or pursuant to Section 23(a)(ii) hereof), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of or the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the Rights Agent and public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with pursuant to this Section 24, the Company shall take all such action as Company, at its option, may be necessary to authorize additional Ordinary substitute Series B Shares for issuance upon exchange Common Shares at the rate of the Rightsone one-hundredth of a Series B Share for each Right. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which that evidence fractional Ordinary Series B Shares (except as hereinafter provided) or fractional Common Shares, but if the exchange is for Series B Shares, the Company shall be obligated to issue fractional shares so long as any fraction of a Series B Share so to be issued is at least equal to one one-hundredth of a Series B Share. In lieu of such fractional Ordinary Sharesshares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare. For the purposes of this paragraph (dSection 24(d), (i) the current market value of a whole Ordinary Common Share shall be the closing per share market price determined as of a Ordinary Share for the Trading Day day immediately prior following the day of the public announcement by the Company that an exchange is to the date of exchange be effected pursuant to this Section 2424 and (ii) the current market value of a Series B Share or fraction of a Series B Share shall be the current market value on such day of a Series B Share (or fraction of a Series B Share) as determined in accordance with Section 11(d)(ii) hereof.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in forward or reverse stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, evidence of which shall have been filed with the Rights Agent, 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designations attached hereto as EXHIBIT A, so that the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Class A Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Class A Common Stock for or pursuant to the terms of any such plan), together with all Associates or Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Shares Class A Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 the holders of such Rights shall be to receive that number of Ordinary Shares shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt notice thereof 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 Company promptly shall mail a notice of any such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Class A Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for Class A Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Class A Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient Ordinary Shares shares of Class A Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Class A Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Class A Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Class A Common Stock. In lieu of such fractional Ordinary Sharesshares of Class A Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Class A Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Class A Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Class A Common Stock shall be the closing price of a Ordinary Share share of Class A Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or of any such SubsidiarySubsidiary of the Company, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 any such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice (with prompt notice thereof 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void than (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the provisions terms thereof, so that the fraction of Section 11(a)(ii) hereof) held by a share of Preferred Stock delivered in lieu of each holder share of RightsCommon Stock shall have the same voting rights as one share of Common Stock. (cd) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action actions as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time (1) after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event, specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu extent of such fractional Ordinary Sharesinsufficiency, the Company shall pay to the registered holders for each share of the Right Certificates with regard to which such fractional Ordinary Shares Common Stock that would otherwise be issuable an amount upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in cash Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the same fraction of the current per share market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of exchange pursuant to this Section 24such exchange).

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after the time that any Person becomes an Acquiring Person, authorize the exchange of all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for Ordinary Shares Units at an exchange ratio equal to two Units (or, in the effective Exercise Ratio discretion of the Board, two shares of Common Stock in lieu thereof or such lesser number of shares of Common Stock (but not less than one) as shall be determined by the Board) per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction involving either the number shares of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan Common Stock of the Company or the shares of Preferred Stock occurring after the date of this Agreement (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The Board may, in connection with any such Subsidiary, or any entity holding Ordinary Shares for or exchange authorized pursuant to the terms of any such planthis Section 24(a), together with all Affiliates and Associates of such Person, becomes adopt procedures for the Beneficial Owner of 50% or more implementation of the Ordinary Shares then outstandingexchange transaction. (b) Immediately upon the action of the Board of Directors of the Company ordering authorizing the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 the holders of such Rights shall be to receive that number of Ordinary Shares Units (or shares of Common Stock of the Company, as applicable) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of Units (or shares of Common Stock of the Ordinary Shares Company, as applicable) for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event that Company, at its option, may, and to the extent there are an insufficient number of authorized shares of Preferred Stock not reserved for any other purpose to exchange all of the outstanding Rights shall substitute shares of Common Stock of the Company or Unit Equivalents for some or all of the Units exchangeable for Rights, at the initial rate of one share of Common Stock or Unit Equivalent for each Unit. (d) The Board shall not authorize any exchange transaction referred to in Section 24(a) unless at the time such exchange is authorized there shall not be sufficient Ordinary Shares shares of Preferred Stock (or shares of Common Stock of the Company, as applicable) issued but not outstanding outstanding, or authorized but unissued unissued, to permit any the exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Shares Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares voting power of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange by first class mail to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In The Company may, at its option, substitute for a share of Common Stock issuable upon the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, 24(a) a number of shares of Preferred Stock (or Equivalent Preferred Stock) or fraction thereof such that the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange Current Market Price Per Share of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares Preferred Stock multiplied by such number or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash fraction is equal to the same fraction Current Market Price Per Share of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section SECTION 11(a)(ii) hereof) for Ordinary Common Shares of the Company at an exchange ratio equal to the effective Exercise Ratio of three Common Shares per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"EXCHANGE RATIO"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section SECTION 24 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 Ordinary Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares of the Company for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section SECTION 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesCompany. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share of the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Company.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares or Common Stock Equivalents at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock divided or similar transaction occurring after the number of Rightsdate hereof (such amount per Right being called the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of Common Shares aggregating 50% or more of the Ordinary Common Shares then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Common Shares or Common Share Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice, with simultaneous written notice to the Rights Agent, of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed to have been duly given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares or Common Share Equivalents for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that If there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. (d) The . If the Company shall not shall, after good faith effort, be required unable to issue fractions of Ordinary Shares or take all such action as may be necessary to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of authorize such fractional Ordinary additional Common Shares, the Company shall pay substitute, to the registered holders extent of the Right Certificates with regard to which such fractional Ordinary Shares insufficiency, for each Common Share that would otherwise be issuable an amount upon exchange of a Right, a number of Preferred Shares or fraction thereof (or equivalent preferred shares, as such term is defined in cash Section 11(b)) such that the current per share market price (determined pursuant to Section 11(a)) of one Preferred Share or equivalent preferred share multiplied by such number or fraction is equal to the same fraction current per share market price (determined pursuant to Section 11(a)) of the current market value one Common Share as of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of RightsRights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan, employee stock or stock ownership deferral plan or director compensation or deferral plan of the Company or any such Subsidiary, or any trust or other entity organized, appointed, established or holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares (or, if sufficient Preferred Shares are not available, of equivalent preferred shares, as defined in Section 11(b) above) or fraction thereof such that the current per share market price of one Preferred Share (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares (or equivalent preferred share) or fraction thereof. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares, Preferred Shares or equivalent preferred shares. In lieu of such fractional Ordinary Common Shares, Preferred Shares or equivalent preferred shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares, Preferred Shares or equivalent preferred shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share, Preferred Share or equivalent preferred share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share, Preferred Share or equivalent preferred share shall be the closing price of a Ordinary Common Share, Preferred Share or equivalent preferred share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, authorize and direct the exchange of all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) for Ordinary Common Shares at an exchange ratio equal to (the effective Exercise Ratio "EXCHANGE RATIO") of one Common Share per Right, appropriately adjusted to reflect any adjustment in each stock split, stock combination, stock dividend or similar transaction occurring after the number of Rightsdate hereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, Subsidiary or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 hereof 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give notice to the Rights Agent and public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed givengiven when mailed, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereofVoid Rights) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents, as such term is defined in Section 11(a)(iii) hereof) for Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or common stock equivalents) for each Common Share, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Shares pursuant to the terms thereof, so that the fraction of a Preferred Share delivered in lieu of each Common Share shall have the same voting rights as one Common Share. (d) In the event that there shall not be sufficient Ordinary Common Shares, Preferred Shares issued but or common stock equivalents authorized by the Company's certificate of incorporation and not outstanding or authorized but unissued subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Common Share. For the purposes of this paragraph (dSection 24(e), the current per share market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section SECTION 11(a)(ii) hereof) for Ordinary Common Shares of the Company at an exchange ratio equal to the effective Exercise Ratio of four Common Shares per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan“EXCHANGE RATIO”), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section SECTION 24 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 Ordinary Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares of the Company for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section SECTION 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares of the Company for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesCompany. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share of the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Company.

Exchange. (a) The Board Subject to applicable laws, rules and regulations, and subject to subsection (c) of Directors of this Section 24, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one (1) Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares aggregating fifty percent (50% %) or more of the Ordinary Common Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with subsection (a) of this Section 24, the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by an independent nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date the Board of Directors orders the exchange of any Rights pursuant to this Section 24(a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date the Board of Directors orders the exchange of any Rights pursuant to this Section 24(a), in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary whole Common Share for the Trading Day immediately prior (as determined pursuant to the date second sentence of Section 1(j) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors based upon the advice of one or more independent nationally recognized investment banking firms; provided that the advice of an investment banking firm will not be required if the Rights are exchanged for rights of substantially equivalent value issued by a successor corporation in a transaction in which all of the outstanding Common Shares of the Company are converted into, changed into or exchanged for shares of capital stock of such successor corporation. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to this Section 2424(e) 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 rights in exchange therefor as has been determined by the Board of Directors in accordance with this Section 24(e). The Company shall give public notice 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 Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. 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 of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) or Section 7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in share split, share distribution or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) or Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Sharesshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its optionop- tion, at any time after any Person becomes an Acquiring PersonPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar trans- action occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the rights, powers and preferences attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares share of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Current Market Value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value "Current Market Value" of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (ai) The Board of Directors of the Company may, at its option, at any time on or after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock of the Company at an exchange ratio equal to of one share of Common Stock of the effective Exercise Ratio Company per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Section 24(a)(i) Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock of the Company. (ii) Notwithstanding the foregoing, the Board of Directors of the Company may, at its option, at any time on or after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding.outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(e) hereof) for shares of Common Stock of the Company at an exchange ratio specified in the following sentence, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date of this Agreement. Subject to the adjustment described in the foregoing sentence, each Right may be exchanged for that number of shares of Common Stock of the Company obtained by dividing the Spread (as defined in Section 11(a)(iii)) by the then Fair Market Value per one ten-thousandth of a share of Preferred Stock on the earlier of (x) the date on which any person becomes an Acquiring Person or (y) the date on which a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act or any successor rule, if upon (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock of the Company equal to the number of such Rights held by such holder multiplied by the Section 24(a)(i) Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that Ratio or the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d24(a), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring after the date hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in the number of Rightsits sole discretion may establish. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingCompany’s outstanding Common Stock. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail give a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agentso exchanged in accordance with Section 25 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 25 hereof 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 of the Ordinary Shares shares of Common Stock, for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this Section 2423, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Ordinary Shares for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock) such that the RightsCurrent Per Share Market Price of one share of Preferred Stock (or Equivalent Preferred Stock) multiplied by such number or fraction is equal to the Current Per Share Market Price of the Common Stock that would otherwise be issuable as of the date of such exchange. (d) The Company shall not be required Prior to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable effecting an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 2423, the Board may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the shares of Common Stock, Preferred Stock or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per each outstanding Right, as appropriately adjusted to reflect any adjustment in stock split, reverse stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall is not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Personits Related Persons, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. From and after the occurrence of a Flip-Over Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) will thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any or notice, the right to exercise such Rights shall will terminate and the only right thereafter of a holder of such Rights shall be to receive that a number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give (i) written notice to the Rights Agent of any such exchange (and until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such exchange has occurred); and (ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Shares shares of Common Stock for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will that shall be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Ordinary Shares for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock, as such term is defined in Section 11(b)) such that the RightsCurrent Market Price of one share of Preferred Stock (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date of such exchange. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable Upon declaring an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. Before effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as designated by the Board) of the shares of Common Stock and other securities, if any, distributable pursuant to the Exchange, and all shareholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive a distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with all relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Related Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in order to determine if such Rights are null and void. If any Person fails to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or of such other securities (as the case may be).

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 the holders of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding outstanding, or authorized but unissued (and not reserved for issuance for purposes other than upon exercise of the Rights), to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares (or fraction thereof). (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Common Share shall be the closing current per share market price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its optionoption (provided that there are then Independent Directors in office and a majority of the Independent Directors concur), by resolution adopted at any time and from time to time on or after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, provide that the Company shall exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchange- able for the Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the dividend rights of the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient Ordinary Shares issued shares of Common Stock or Preferred Stock issued, but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2424 or that any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system which represent fractional shares of the transfer agent which evidence fractional Ordinary SharesCommon Stock pursuant to this Section 24. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of Common Stock exchangeable for a Right (i) Common Stock Equivalents (ii) cash, (iii) debt securities of the Company, (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 Company shall have determined in good faith to be equal to the Current Market Price of one share of Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of the second paragraph of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or stock ownership plan compensation arrangement of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such planplan or any trust agreement entered into by the Company to secure benefits payable under any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares representing 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights being exchanged (other than Rights which have become void pursuant to the provisions of the second paragraph of Section 11(a)(ii) hereof) held by each holder of such Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its their option, at any time after any Person becomes an Acquiring Personthe Share Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring after the Record Date (such exchange ratio being hereinafter referred to as the "EXCHANGE RATIO"). Any such exchange will be effective immediately upon the action of the Directors of the Company ordering the same, unless such action of the Directors of the Company expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the number provisions of Rightssuch action of the Directors of the Company). Notwithstanding the foregoing, the Board of Directors of the Company shall will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingthen-outstanding Common Shares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 24(a), and without any further action and without any notice, the right to exercise such Rights shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly will publicly announce such exchange and, within 10 calendar days thereafter, will give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice will not affect the validity of such exchange. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with pursuant to this Section 24, the Company shall take all Company, at its option, may substitute for any Common Share exchangeable for a Right (i) equivalent common shares (as such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange term is used in Section 11(a)(iii)), (ii) cash, (iii) debt securities of the Rights. Company, (div) The Company shall not be required to issue fractions of Ordinary Shares other assets, or to distribute certificates or make (v) any entries in the book-entry account system combination of the transfer agent which evidence fractional Ordinary Shares. In lieu foregoing, in any event having an aggregate value, as determined in good faith by the Directors of such fractional Ordinary Shares, the Company shall pay to (whose determination will be described in a statement filed with the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash Rights Agent), equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph one Common Share (ddetermined pursuant to Section 11(d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for ) on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of RightsCommon Stock after the date hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)an Acquiring Person, together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Ordinary Shares for issuance issuable upon exchange of a Right, a number of shares having the Rightssame rights, privileges and preferences as the Common Stock having an aggregate current per share market price (determined pursuant to Section 11(d) hereof) equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange. (d) The Company shall not be required required, pursuant to this Section 24, to issue fractions fractional shares of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d), the current per share market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring PersonPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the rights, powers and preferences attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares share of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Current Market Value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value "Current Market Value" of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring PersonPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the event Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for rights at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the rights, powers and preferences attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) If there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares share of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time on or after any Person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock of the Company at an exchange ratio equal to of one share of Common Stock of the effective Exercise Ratio Company per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date hereof (such exchange ratio being hereinafter referred to as the “Section 24 Exchange Ratio” and such determination by the Board of RightsDirectors of the Company, an “Exchange Determination”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange an Exchange Determination at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingCommon Stock of the Company. (b) (i) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 following an Exchange Determination and without any further action and without any notice, the right to exercise such Rights pursuant to Section 11(a)(ii) shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock of the Company equal to the number of such Rights held by such holder multiplied by the Section 24 Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure holder of a Right exchanged pursuant to give, this Section 24 shall continue to have the right to purchase securities or any defect in, such notice shall not affect other property of the validity of such exchangePrincipal Party following a Section 13 Event that has occurred or may thereafter occur. The Company shall promptly give notice of any such exchange in accordance with Section 26 hereof and 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 registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. 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 of the Ordinary Shares shares of Common Stock of the Company (or other consideration) for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 24(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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of the Ordinary Common Shares for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will shall be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action actions as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such actions as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Common Share. For the purposes of this paragraph (dSection 24(d), the current market value of a whole Ordinary Common Share shall be the closing price of a Ordinary Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”), provided that the shares of RightsCommon Stock so exchanged shall be of the same class or series which the holders of such Rights would have been entitled to receive upon the exercise thereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempted Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Voting Securities of the Company then outstanding representing 50% or more of the Ordinary Shares then outstandingVoting Power of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 the holders of such Rights shall be to receive that number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio, provided that the shares of Common Stock so exchanged shall be of the same class or series which the holder of such Rights would have been entitled to receive upon the exercise thereof. The Company shall promptly give make a public notice announcement of any such exchangeexchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to make, or any defect in, such public announcement shall not affect the legality or validity of such exchange. Promptly after the action of the Board ordering the exchange of the Rights becoming effective, the Company shall provide notice of such exchange to the holders of the then outstanding Rights in accordance with Section 26 hereof (provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent). Any notice which is mailed in the manner herein provided in Section 26 hereof 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be authorized and unissued shares of the applicable class or series of Common Stock and/or authorized and issued shares of the applicable class or series of Common Stock held in its treasury sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of the applicable class or series of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of the applicable class or series of Common Stock, the Company shall substitute, for each share of such class or series of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of the applicable series of Preferred Stock or fraction thereof (subject to Section 14(b) hereof) such that the Current Market Price per share of the applicable series of Preferred Stock multiplied by such number or fraction is equal to the Current Market Price per share of such class or series of Common Stock as of the date of issuance of such shares of such series of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value Current Market Price per share of a whole Ordinary Share. For the purposes applicable class or series of this paragraph (d), the current market value Common Stock as of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the record date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "RATIO OF EXCHANGE"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the current per share market price of Common Shares (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 11(d) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection (e) above. The Company shall give public notice 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 Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Shares Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares voting power of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange by first class mail to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In The Company may, at its option, substitute for a share of Common Stock issuable upon the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, 24(a) a number of shares of Preferred Stock (or equivalent preferred stock) or fraction thereof such that the Company shall take all Current Market Price Per Share of one share of Preferred Stock multiplied by such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares number or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash fraction is equal to the same fraction Current Market Price Per Share of the current market value one share of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its optionoption (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 any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Class A Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect date hereof (such exchange at any time after any Person (other than ratio being hereinafter referred to as the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan"Exchange Ratio"), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant pur- suant to paragraph (aSection 24(a) of this Section 24 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 Ordinary Shares shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Class A Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for shares of Class A Common Stock exchangeable for the Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Class A Common Stock, as appropriately adjusted to reflect adjustments in the dividend rights of the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient Ordinary Shares issued shares of Class A Common Stock or Preferred Stock issued, but not outstanding outstanding, or authorized but unissued unissued, to permit any exchange of Rights as contemplated in accordance with this Section 2424 or that any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares Class A Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Class A Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Class A Common Stock pursuant to this Section 24. In lieu of such fractional Ordinary Sharesshares of Class A Common Stock, the Company shall pay to the registered regis- tered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Class A Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Class A Common Stock. For the purposes of this paragraph (dSection 24(e), the current market value of a whole Ordinary Share share of Class A Common Stock shall be the closing price of a Ordinary Share share of Class A Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of Class A Common Stock exchangeable for a Right (i) Common Stock Equivalents (ii) cash, (iii) debt securities of the Company, (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 Company shall have determined in good faith to be equal to the Current Market Price of one share of Class A Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of its Board of Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Company's Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 the holders of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt notice thereof to the Rights Agent); provided, -------- however, that the failure to give, or any defect in, such notice shall not ------- affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares Rights or to distribute certificates or make any entries in alternatively, at the book-entry account system option of the transfer agent Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the "Current Value" shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which evidence fractional Ordinary Sharesthe Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In lieu the event of any such fractional Ordinary Sharessuspension, the Company shall pay issue a public announcement (with prompt notice thereof to the registered holders Rights Agent) stating that the exercisability of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Rights has been temporarily suspended.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, evidence of which shall have been filed with the Rights Agent, 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the Certificate of Designation attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock --------- (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of its Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of its Common Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"); PROVIDED, HOWEVER, THAT the Company may exchange the Rights only if at the time of the action of the Board of Directors there are then in office not less than two Continuing Directors and such exchange is approved by a majority of the number of RightsContinuing Directors then in office. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Company's Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph and in accordance with subsection (a) of this Section 24 (which action may be conditioned upon the occurrence of one or more events or on the existence of one or more facts or may be effective at some time in the future) 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 Ordinary Shares shares of the Company's Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that THAT the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 for exchange will state the method by which the exchange of the Ordinary Shares shares of the Company's Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights rights which have become void pursuant to the provisions of Section 11(a)(iiSections 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued the number of shares of Common Stock which are authorized by the Company's articles of incorporation (as then restated or amended), but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of its Common Stock for issuance upon exchange of the Rights. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred shares, for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred shares) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (e) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock (or pursuant to Section 24(d) fractional shares of Preferred Stock (in other than integral multiples of one one-hundredth of a share)), or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock (or nonintegral multiples of one one-hundredth of a share of Preferred Stock). In lieu of such fractional Ordinary Sharesthereof, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock (or nonintegral multiples of one one-hundredth of a share of Preferred Stock) would otherwise be issuable an amount in cash equal to the same fraction of the current market value Current Market Price of a whole Ordinary Shareshare of Common Stock or Preferred Stock. For the purposes of this paragraph (dSection 24(e), the current market value applicable Current Market Price of a whole Ordinary Share share of Common Stock or Preferred Stock shall be the closing price of a Ordinary Share determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the effective date of exchange pursuant to this Section 2424(b) hereof.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring PersonPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to Section 3(A) of the rights, powers and preferences attached hereto as Exhibit A, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares share of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Current Market Value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value "Current Market Value" of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan or stock ownership plan compensation arrangement of the Company or any such Subsidiary, or any entity holding Ordinary Shares securities of the Company to the extent organized, appointed or established by the Company or any such Subsidiary for or pursuant to the terms of any such planemployee benefit plan or compensation arrangement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingVoting Power of the Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal 27 to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price of a Ordinary Share share of Common Stock (as determined pursuant to the second sentence of Section 11(f) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Persona Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, evidence of which shall have been filed with the Rights Agent, 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Shareshare of Common Stock. For the purposes of this paragraph subsection (de), the current market value of a whole Ordinary Share share of Common Stock shall be the closing price per share of a Ordinary Share Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at At any time on or after any Person becomes an Acquiring Persona Stock Acquisition Date, exchange with respect to all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii6(e) hereof) for Ordinary Shares at an exchange ratio equal or which are not exercisable pursuant to the effective Exercise Ratio per Right, appropriately adjusted to reflect any adjustment in the number of Rights. Notwithstanding the foregoingSection 12), the Board may, at its option, exchange for each Right one one-millionth of Directors a share of Preferred Stock, subject to adjustment pursuant to Section 9(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). The exchange of the Company Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. The Rights Agent shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms given written notice as soon as practicable of any such plan), together with all Affiliates exchange and Associates of the Exchange Ratio pursuant to which such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingexchange is effected and shall be deemed to have no knowledge thereof until it receives such notice. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the to exchange of any Rights pursuant to paragraph Section 20(a) (aor at such later time as the Board may establish) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Ordinary Shares fractional shares of Preferred Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public prompt written notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 22; providedand until such written notice is received by the Rights Agent, however, the Rights Agent may presume conclusively that no such exchange has occurred; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares Rights for Rights fractional shares of Preferred Stock will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii6(e) hereofor which are not exercisable pursuant to Section 12) held by each holder of Rights. (c) In lieu of exchanging all or any part of the event that there shall not be sufficient Ordinary Shares issued but not then outstanding or authorized but unissued to permit any exchange and exercisable Rights for fractional shares of Rights as contemplated Preferred Stock in accordance with this Section 2420(a), the Company Board may, at its option, exchange any such Rights (which shall take all such action not include Rights that have become null and void pursuant to Section 6(e) or which are not exercisable pursuant to Section 12) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, as may be necessary adjusted pursuant to authorize additional Ordinary Shares for issuance upon exchange of the RightsSection 9(a)(i). (d) The Company shall not be required Prior to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable effecting an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 2420, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all of the fractional shares of Preferred Stock, or shares of Common Stock or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive shares or other securities pursuant to the exchange shall be entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per each outstanding Right, as appropriately adjusted to reflect any adjustment in stock split, reverse stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall is not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Personits Related Persons, becomes the Beneficial Owner of 50% or more of the Ordinary Shares shares of Common Stock then outstanding. The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. From and after the occurrence of a Flip-Over Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) will thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any or notice, the right to exercise such Rights shall will terminate and the only right thereafter of a holder of such Rights shall be to receive that a number of Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give (i) written notice to the Rights Agent of any such exchange (and until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively that no such exchange has occurred); and (ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that 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 of the Ordinary Shares shares of Common Stock for Rights will shall be effected, effected and, in the event of any partial exchange, the number of Rights which will that shall be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall take all substitute to the extent of such action as may insufficiency, for each share of Common Stock that would otherwise be necessary to authorize additional Ordinary Shares for issuance issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock, as such term is defined in Section 11(b)) such that the RightsCurrent Market Price of one share of Preferred Stock (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date of such exchange. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable Upon declaring an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. Before effecting an exchange pursuant to this Section 24, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall enter into the Trust Agreement and the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as designated by the Board) of the shares of Common Stock and other securities, if any, distributable pursuant to the Exchange, and all stockholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive a distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with all relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Related Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in order to determine if such Rights are null and void. If any Person fails to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock (or one-thousandth of a share of Series A Preferred Stock) per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect effectuate such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the Ordinary Shares shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company shall promptly shall mail a notice of any such exchange to all of the holders of such the Rights so exchanged at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute and, in the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit any an exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary substitute to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu extent of such fractional Ordinary Sharesinsufficiency, the Company shall pay to the registered holders for each share of the Right Certificates with regard to which such fractional Ordinary Shares Common Stock that would otherwise be issuable an amount upon exchange of a Right, a number of shares of Series A Preferred Stock or fraction thereof (or equivalent preferred shares as such term is defined in cash Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Series A Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the same fraction of the current per share market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company may, at its optionoption and upon authorization of its Board of Directors, at any time after any Person becomes an Acquiring Personthe Share Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof)) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring after the Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Any such exchange will be effective immediately upon the action of the Board ordering the same, unless such action of the Board expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the number provisions of Rightssuch action of the Board). Notwithstanding the foregoing, the Board of Directors of the Company shall will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingthen-outstanding Common Shares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this as provided in Section 24 24(a), and without any further action and without any notice, the right to exercise such Rights shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly will publicly announce such exchange and, within 10 calendar days thereafter, will give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice will not affect the validity of such exchange. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof)) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with pursuant to this Section 24, the Company shall take all Company, at its option, may substitute for any Common Share exchangeable for a Right (i) equivalent common shares (as such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange term is used in Section 11(a)(iii)), (ii) cash, (iii) debt securities of the Rights. Company, (div) The Company shall not be required to issue fractions of Ordinary Shares other assets, or to distribute certificates or make (v) any entries in the book-entry account system combination of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Sharesforegoing, in any event having an aggregate value, as determined in good faith by the Company shall pay to Board (whose determination will be described in a statement filed with the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash Rights Agent), equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph one Common Share (ddetermined pursuant to Section 11(d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for ) on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time on or after the occurrence of any Person becomes an Acquiring PersonSection 11(a)(ii) Event, exchange all or any part of the then outstanding and exercisable Rights (which shall not include any Rights that which have become void pursuant to the provisions of -41- 42 Section 11(a)(ii) hereof7(d)) for Ordinary Shares shares of Common Stock of the Company at an exchange ratio equal to the effective Exercise Ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment event specified in clauses (A) through (D), inclusive, of the number first sentence of Rights. Notwithstanding Section 11(a)(i) or in Section 11(n) occurring after the foregoingdate hereof (such exchange rate being hereinafter called the "Exchange Rate"); provided, however, that the Board of Directors of the Company shall not be empowered authorized to effect such an exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all the Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the Ordinary Shares then outstandingoutstanding shares of Common Stock of the Company. (b) Immediately upon the after action of by the Board of Directors of the Company ordering directing the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 24, and without any further action and without any notice, the right to exercise such Rights shall terminate terminate, and the only right thereafter of a each registered holder of such Rights shall only be entitled to receive that the number of Ordinary Shares shares of Common Stock of the Company which shall equal to the number of such Rights held by such registered holder multiplied by the Exchange RatioRate then in effect. The Company shall promptly give prompt written notice to the Rights Agent and prompt public notice to the holders of the Rights of any such exchange; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. The Within 10 days after action by the Board directing the exchange of any Rights, the Company promptly shall mail (or cause the Rights Agent to mail) a notice of any such exchange to all of the holders each registered holder of such Rights Rights, at their its last addresses as they appear upon address appearing on the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock and Class B Common Stock of the Company. Any notice which is mailed in the manner herein provided in this subsection (b) shall be deemed given, whether or not received by the registered holder receives the noticeto whom sent. Each such notice of exchange will shall state the method by which the exchange of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata among the registered holders of the Rights based on upon the number of Rights held (other than excluding Rights which shall have become void pursuant to Section 7(d)); and, in such case, a new Rights Certificate evidencing the provisions of Section 11(a)(ii) hereof) held Rights not being exchanged shall be prepared and executed by each the Company and countersigned and delivered by the Rights Agent to the registered holder of such Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or Equivalent Preferred Shares) for shares of Common Stock in effecting an exchange for Rights, at the initial rate of one one-hundredth of a Preferred Share (or Equivalent Preferred Share) for each share of Common Stock, appropriately adjusted to reflect any adjustments in the voting rights of the Preferred -42- 43 Shares pursuant to the Certificate of Designations attached hereto as Exhibit A, so that the fractional Preferred Share delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient Ordinary authorized and unissued or treasury shares of Common Stock or Preferred Shares issued but not outstanding (or authorized but unissued Equivalent Preferred Shares) to permit any the exchange of Rights as contemplated in accordance with this Section 24directed by the Board, the Company shall take all necessary action to authorize and reserve for issuance such action number of additional shares of Common Stock or Preferred Shares (or Equivalent Preferred Shares) as may be necessary to authorize additional Ordinary Shares required for issuance upon such exchange of the Rightsand, if necessary, shall use its best efforts to obtain stockholder approval thereof. (de) The Company shall not be required to issue fractions fractional shares of Ordinary Shares Common Stock in exchange for Rights or to distribute stock certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu If the Company shall determine not to issue fractional shares of such fractional Ordinary SharesCommon Stock, the Company shall pay to the registered holders of the Right Certificates Rights with regard respect to which such fractional Ordinary Shares shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph Fair Market Value (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share determined as provided in Section 11(d) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24such exchange) of one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, but only by the vote of a majority of the Board of Directors, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of its Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of its Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Company’s Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to and in accordance with paragraph (a) of this Section 24 (which action may be conditioned upon the occurrence of one or more events or on the existence of one or more facts or may be effective at some time in the future) 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 Ordinary Shares shares of the Company’s Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 for exchange will state the method by which the exchange of the Ordinary Shares shares of the Company’s Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights rights which have become void pursuant to the provisions of Section 11(a)(iiSections 7(e) hereof) held by each holder of Rights. (c) In If the event that there shall not be sufficient Ordinary Shares issued number of shares of Common Stock which are authorized by the Company’s Memorandum of Association and Bye-laws (as then restated or amended), but not outstanding or authorized but unissued reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares shares of its Common Stock for issuance upon exchange of the Rights. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Stock (or equivalent preferred shares, for shares of Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or equivalent preferred shares) for each share of Common Stock, as appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (e) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock (or pursuant to Section 24(d) fractional shares of Preferred Stock (in other than integral multiples of one one-hundredth share)), or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock (or nonintegral multiples of one one-hundredth of a share of Preferred Stock). In lieu of such fractional Ordinary Sharesthereof, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares shares of Common Stock (or nonintegral multiples of one one-hundredth of a share of Preferred Stock) would otherwise be issuable an amount in cash equal to the same fraction of the current market value Current Market Price of a whole Ordinary Shareshare of Common Stock or Preferred Stock. For the purposes of this paragraph (dSection 24(e), the current market value applicable Current Market Price of a whole Ordinary Share share of Common Stock or Preferred Stock shall be the closing price of a Ordinary Share determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to before the effective date of exchange pursuant to this Section 2424(b) hereof.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date hereof (such exchange ratio being hereinafter referred to as the "Ratio of RightsExchange"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph subsection (a) of this Section 24 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 Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the current per share market price of Common Shares (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 11(d) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection (e) above. The Company shall give public notice 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 Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, Holdings may at its optionoption exchange all, at any time after any Person becomes an Acquiring Personbut not less than all, exchange all or part of the then outstanding and exercisable Rights shares of Senior Preferred Stock into Holdings' 13% Subordinated Exchange Debentures due 2009 (which shall not include Rights that have become void the "Exchange Debentures") on any Dividend Payment Date, pursuant to and in accordance with the provisions of Section 11(a)(iithe Certificate of Designations and, provided that on the date of such exchange: (1) hereofthere shall be no contractual impediments to such exchange; (2) for Ordinary Shares at an exchange ratio equal there shall be legally available funds sufficient therefor (including, without limitation, legally available funds sufficient therefor under Sections 160 and 170 (or any successor provisions) of the Delaware General Corporation Law); (3) either (a) a registration statement relating to the Exchange Debentures shall have been declared effective Exercise Ratio per Rightunder the Securities Act of 1933, appropriately adjusted as amended (the "Securities Act"), prior to reflect any adjustment such exchange and shall continue to be in effect on the number date of Rights. Notwithstanding such exchange or (b) (i) Holdings shall have obtained a written opinion of counsel that an exemption from the foregoingregistration requirements of the Securities Act is available for such exchange and that upon receipt of such Exchange Debentures pursuant to such exchange made in accordance with such exemption, the Board holders (assuming such holder is not an Affiliate of Directors of the Company Holdings) thereof shall not be empowered subject to effect such exchange at any time after any Person (other than restrictions imposed by the Company, any Subsidiary of Securities Act upon the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares then outstanding.resale thereof and (bii) Immediately such exemption is relied upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 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 Ordinary Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any Holdings for such exchange; provided(4) the indenture for the Exchange Debentures (the "Exchange Debenture Indenture") and the Trustee shall have been qualified under the Trust Indenture Act of 1939, however, that the failure as amended; (5) immediately after giving effect to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice , no Default or Event of any such exchange to all of the holders of such Rights at their last addresses Default (each as they appear upon the registry books of the Rights Agent. Any notice which is mailed defined in the manner herein provided shall be deemed given, whether or not Exchange Debenture Indenture) would exist under the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Ordinary Shares for Rights will be effected, Exchange Debenture Indenture; and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of its Board of Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares at an exchange ratio equal to the effective Exercise Ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Company’s Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (aSection 24(a) of this Section 24 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 the holders of such Rights shall be to receive that number of Ordinary Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Common Shares for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Common Shares for issuance upon exchange of the RightsRights or alternatively, at the option of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the “Current Value” shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Common Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Common Shares. In lieu of such fractional Ordinary Common Shares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For Common Share (as determined pursuant to the purposes second sentence of Section 1(j) hereof). (e) The Company may, at its option, by majority vote of its Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange (with prompt notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to Common Shares of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors (with the concurrence of the Company Continuing Trustees) may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions provision of Section 11(a)(ii7(e) hereof) for Ordinary Common Shares of the Company at an exchange ratio equal to of one Common Share of the effective Exercise Ratio Company per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such an Exempt Person, ) becomes the Beneficial Owner of 50% or more of the Ordinary Common Shares of the Company then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 29 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 Ordinary Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Shares. 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 of the Ordinary Common Shares of the Company for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 29, the Company, at its option, may substitute Preferred Shares (or Equivalent Preferred Shares, as such term is defined in Section 11(b) hereof) for Common Shares of the Company exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or Equivalent Preferred Share) for each Common Share of the Company, as appropriately adjusted to reflect adjustment in the voting rights of the Preferred Shares pursuant to Exhibit A hereto, so that the fraction of a share of Preferred Stock delivered in lieu of each Common Share of the Company shall have the same voting rights as one Common Share of the Company. (d) In the event that there shall not be sufficient Ordinary Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2429, the Company shall take all such action as may be necessary to authorize additional Ordinary Common Shares of the Company for issuance upon exchange of the Rights. (de) The Company shall not be required to issue fractions of Ordinary Common Shares of the Company or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary SharesCommon Shares of the Company. In lieu of such fractional Ordinary SharesCommon Shares of the Company, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary ShareCommon Share of the Company. For the purposes of this paragraph (de), the current market value of a whole Ordinary Common Share of the Company shall be the closing price of a Ordinary Common Share of the Company or, if unavailable, the appropriate alternative price (in each case as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of on which the Board takes action ordering an exchange pursuant to this Section 2429.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Ordinary Shares shares of Common Stock at an exchange ratio equal to the effective Exercise Ratio of one share of Common Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rightsdate hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Ordinary Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Ordinary Shares Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (asubsection 24(a) of this Section 24 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 Ordinary Shares shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice 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 Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry 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 of the Ordinary Shares shares of Common Stock for Rights will be effected, effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 2424(a), the Company shall either take all such action as may be necessary to authorize additional Ordinary Shares shares of Common Stock for issuance upon exchange of the RightsRights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing shares of Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing shares of Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, shares of Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of shares of Common Stock on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Ordinary Shares shares of Common Stock or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Sharesshares of Common Stock. In lieu of such fractional Ordinary Sharesshares of Common Stock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Ordinary Shares shares of Common Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For share of Common Stock (as determined pursuant to the purposes terms hereof). (e) The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this paragraph (d)Section 24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Ordinary Share holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice 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 Company shall mail a Ordinary Share notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Trading Day immediately prior to shares of Common Stock of the date Company. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be affected.