Common use of Exchange Clause in Contracts

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Company may, at its option, by action of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of 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 notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided 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 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 Section 7(d)) 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.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the occurrence of the Board of Directorsa 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 7(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 and in accordance with subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof and subject to adjustment as set forth in clause (c) below (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after (1) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock then outstandingoutstanding or (2) the occurrence of an event specified in Section 13(a) hereof. (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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 such exchange (with simultaneous written notice to the Rights Agent and the holders Agent) of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided 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 mail a notice of any such exchange to all of the holders of 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 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 may, in its discretion, take such action as may be necessary to authorize additional 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 shares of Preferred Stock or fractions thereof (or equivalent preferred shares as such term is defined in Section 11(b)) 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 issuance of such shares of Preferred Stock or fractions thereof (or equivalent preferred shares). (d) The Company shall not, in connection with 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 be required to issue fractions of shares of Common Stock exchangeable for Rightsor to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, at the initial rate Company shall pay to the registered holders of one common stock equivalent for each the Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the current market value of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time (1) after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 mail a notice of any such exchange to all of the holders of 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 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany shall substitute to the extent of such insufficiency, 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 StockStock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as appropriately adjusted to reflect adjustments such term is defined in dividend, liquidation and voting rights of common stock equivalents 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 terms thereof, so that each common stock equivalent delivered in lieu current per share market price of each one share of Common Stock shall have essentially (determined pursuant to Section 11(d) hereof) as of the same dividend, liquidation and voting rights as one share date of Common Stocksuch exchange).

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, the Company Directors may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of the Company's Common Stock at an exchange ratio of one share of the Company's Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person or entity 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 shares of Company's Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of the Company's 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of the Company's 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 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 Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the Current Market Price of one share of Preferred Stock multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date of issuance of such share of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of a share of its Common Stock or to distribute certificates which evidence fractional shares. In lieu of such fractional shares, the Company shall pay to the registered holders of the Rights Certificate with regard to which such fractional shares would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Value of a share of Common Stock. For the purposes of this Section 24(d), the Current Market Value of a share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d)(i) hereof) 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or of any Subsidiary of its Subsidiaries the Company, or any 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 fifty percent (50% %) or more of the 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 subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26any exchange; provided 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 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 will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) 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 shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock 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 dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a 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) At any time after the occurrence of a Section 11(a)(ii) Event, the The Company may, at its option, at any time after the Stock Acquisition Date, upon resolution by action of the Board of DirectorsDirectors of the Company, 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 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "“Section 27(a) Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall Company may not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock then outstanding. (bi) Immediately The Company may, at its option, at any time after the Stock Acquisition Date, upon the action of resolution by the Board of Directors ordering of the Company, 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 the provisions of Section 24(a7(e) and without hereof) for Common 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 of this Agreement. Subject to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall adjustment, each Right may be to receive exchanged for that number of shares of Common Stock equal to 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 thereafter give notice then Current Market Price (determined pursuant to Section 11(d) hereof) per share of such Common Stock on the earlier of (i) the date on which any Person becomes an Acquiring Person or (ii) the date on which a tender or exchange to offer by any Person (other than an Exempted Person, the Rights Agent and the holders Company, any Subsidiary of the Rights to be exchanged in Company, any employee benefit plan of the manner set forth in Section 26; provided that Company or of any Subsidiary of the failure to giveCompany, or any defect inPerson organized, appointed or established by the Company for or pursuant to the terms of any such notice shall not affect plan) is first published or sent or given within the validity meaning of Rule 14d-4(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof such exchange. Any notice which is mailed in Person would be the manner herein provided shall be deemed given, whether Beneficial Owner of 4.95% or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange more of the shares of Common Stock for Rights will be effected and, in then outstanding (such exchange ratio being the “Section 27(a)(ii) Exchange Ratio”). The “Adjustment Spread” shall equal (x) the aggregate market price on the date of such 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 Adjustment Shares determined pursuant to Section 7(d)11(a)(ii) held by each holder of Rightsminus (y) the Purchase Price. (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.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, by action of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the electing to exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of 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 notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided 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 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 Section 7(d)) 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.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time after the later of the Board Distribution Date and the first occurrence of Directorsa Triggering 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a27(a) hereof, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 of the Company ordering the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly publicly announce such action, and within 10 calendar days thereafter shall give 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 to be exchanged in the manner set forth in Section 26Agent; provided 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 the shares of Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 2427, the Company, at its option, may substitute for any Common Share exchangeable for a Right, (i) equivalent common stock equivalents shares (as defined such term is used in Section 11(a)(iii) hereof), (ii) for shares cash, (iii) debt securities of Common Stock exchangeable for Rightsthe Company, at (iv) other assets, or (v) any combination of the initial rate foregoing, in any event having an aggregate value which the Board of Directors of the Company shall have determined in good faith to be equal to the current market value 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 Share (determined pursuant to Section 11(d) hereof) on the terms thereof, so that each common stock equivalent delivered in lieu Trading Day immediately preceding the date of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 27.

Exchange. (a) At any time after Subject to the occurrence of a applicable laws, rules and regulations, and subject to Section 11(a)(ii24(c) Eventbelow, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or part any portion of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d11(a)(ii)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights 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 any such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the a Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planEntity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the 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 Section 24(a) ), and without any further action and without any notice, the right to exercise such the Rights will that are to be exchanged shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company promptly shall promptly thereafter give public notice of any such exchange and the Company promptly shall mail a notice of any such exchange to the Rights Agent and all of the holders of the Rights to be exchanged in the manner set forth in Section 26such Rights; provided provided, however, that the failure of the Company to promptly give, or any defect in, any such notice shall not affect the legality or 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 mailed to the holders of such Rights will state the method by which the exchange of the shares of Common Stock for Rights will be effected effected, and, in the event of any partial exchange, the percentage of the total Rights, and the number of Rights which such holder’s Rights, 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 7(d11(a)(ii)) held by each holder of Rights. (c) In the event that there are not sufficient shares of Common Stock that are either issued but not outstanding or authorized but not issued to permit the exchange of all of the Rights ordered by the Board of Directors to be exchanged in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize such number of additional shares of Common Stock to provide for the full issuance of shares of Common Stock required to be issued upon exchange of such Rights. In the event the Company, after good faith effort, is unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, such number of Preferred Shares (or such fraction of a Preferred Share) as shall have a current per share market price equal to the current per share market price of one share of Common Stock as of the date of issuance of such Preferred Shares (or such fraction of a Preferred Share). (d) The Company shall not be required to issue fractions of a share of Common Stock upon any exchange of the Rights, or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights with regard to which such fractional shares of Common Stock would otherwise be issuable at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this Section 24(d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to Section 11(d)) 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the occurrence of the Board of Directorsa 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 7(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 and in accordance with subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company’s certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction 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 of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any 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 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 subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of 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 such exchange and notice to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided 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 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 7(d)7(e) of this Agreement) 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 Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 of this Agreement) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in dividendaccordance with this Section 24, liquidation and voting rights the Board of common stock equivalents pursuant Directors of the Company shall take all such actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the terms thereofregistered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, so that each common stock equivalent delivered an amount in lieu cash equal to the same fraction of each the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (as determined pursuant to the second sentence of Section 11(d)(i) of this Agreement) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At any time after Subject to the occurrence provisions of a Section 11(a)(ii) Eventapplicable law, the Board of Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of (A) Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Company's Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock 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(a) 24, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchangeexchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agency. 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 shares of Common Stock 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 actions as may be necessary to authorize additional 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 Shares 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 Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a 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, 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat any time and from time to time on or after 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 null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 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 Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of 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 thereafter give notice of any such exchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to be exchanged in all such holders at each holder's last address as it appears upon the manner set forth in Section 26registry books of the Rights Agent; provided 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 shares of Common Stock for Rights will be effected ef- fected 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(d)7(e) hereof) 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 shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock exchangeable for the Rights, at the initial rate of one common stock equivalent 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 dividend, liquidation and voting the dividend rights of common stock equivalents the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock issued, so but not outstanding, or authorized but unissued, to permit any exchange of Rights as contemplated in accordance with this Section 24 or that each common stock equivalent delivered any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractional shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock pursuant to this Section 24. In lieu of each such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price of a 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 the Board of Directors of the Company shall have essentially determined in good faith to be equal to the same dividend, liquidation and voting rights as Current Market Price of one share of Common StockStock (determined pursuant to Sec- tion 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) EventThe Board, the Company by majority vote, may, at its option, by action of the Board of Directorsat 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 Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio ratio, as the same may be so adjusted from time to time, being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than (i) the Company, (ii) any Subsidiary of its Subsidiariesthe Company, (iii) any employee benefit plan of the Company or of any of its Subsidiaries such Subsidiary, or (iv) any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock for Rights will shall 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 7(d)7(e) hereof) 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 shares of Preferred Stock (as defined in Section 11(a)(iii)or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-thousandth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents shares of Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to each registered holder of a Rights Certificate with regard to which a fractional share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the Closing Price of a 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction 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 of its Subsidiariesthe Company, any employee benefit plan of the Company or of any Subsidiary of its Subsidiaries the Company, or any 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 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 Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of any such Rights shall be to receive that number of 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 such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26any exchange; provided 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, 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 shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall will 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 7(d)7(e) hereof) 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 shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock 1/100 of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates evidencing fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a 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) At any time after any Person becomes an Acquiring Person, the occurrence Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction 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 of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering of the Company electing to exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of 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 notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided 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 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 Section 7(d)) 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.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Company The Board may, at its option, by action of the Board of Directorsat any time after a 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 7(d)7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided 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 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 7(d)7(e) hereof) 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 Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock 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 dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to Section 3(A) of the terms thereofCertificate of Designations attached hereto as Exhibit A, so that each common stock the fraction of a share of Preferred Stock (or equivalent preferred stock) 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 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 shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price per 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE 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 its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided 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 shares of Common Stock 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 PRO RATA based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 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 Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with 44 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 paragraph (d), the current market value of a whole Common Share shall be the closing price of a 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, 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) At any time The Board will, except as provided in Section 23(e) hereof, after the occurrence of a Section 11(a)(ii) Event, the Company may, at its option, by action Distribution Date and effective as of the Board of DirectorsDistribution Date, 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 7(d)11(a)(ii) hereof) for shares of Class A Common Stock or Class B Common Stock, as the case may be, at an exchange ratio of one share two and a half (2.5) shares of Class A Common Stock or two and a half (2.5) shares of Class B Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or If pursuant to an exchange in accordance with the terms of any such planthis Section 23(a), together a registered holder of any Rights Certificate is entitled to receive shares of Class A Common Stock or Class B Common Stock in a principal amount that is not a whole number, the Company will round downward the amount of shares of Class A Common Stock or Class B Common Stock, as the case may be, so issued to the nearest whole number. No Right may be transferred other than in connection with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more transfer of the underlying shares of Class A Common Stock then outstandingand/or Class B Common Stock or exercised pursuant to Section 7 or Section 11(a)(ii) hereof unless and until the Board shall have determined, with the consent of the holders of the majority of the Class B Common Stock pursuant to Section 23(e) hereof, not to effect the exchange contemplated in this Section 23. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 23 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Class A Common Stock or Class B Common Stock as the case may be 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 Rights as provided in subsection (a) of this Section 23, the Company shall promptly thereafter publicly announce such exchange (with prompt written notice thereof to the Rights Agent) and within 10 calendar days thereafter, shall give notice of 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 to be exchanged in the manner set forth in Section 26Agent; provided 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 the shares of Class A Common Stock or Class B 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 Section 7(d)) held by each holder of Rightseffected. (c) In any exchange pursuant to this Section 2423, the Company, at its option, Company may substitute common stock equivalents for any shares of Class A Common Stock or Class B Common Stock exchangeable for a Right (i) shares of Equivalent Common Stock as defined such term is used in Section 11(a)(iii), (ii) for shares cash, (iii) debt securities of the Company, (iv) other assets or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board (whose determination shall be described in a statement filed with the Rights Agent), equal to the current market value of one share of Class A Common Stock exchangeable for Rightsor Class B Common Stock as the case may be (determined pursuant to Section 11(d)) on the Trading Day immediately preceding the date of the effectiveness of the exchange pursuant to this Section 23. (d) Notwithstanding any other provision of this Agreement, at the initial rate of one common stock equivalent for each share of Company shall not issue or exchange Equivalent Common Stock, as appropriately adjusted to reflect adjustments in dividendEquivalent Preferred Stock, liquidation and voting rights cash or other debt or equity securities of common stock equivalents the Company, or make any pro rata issuance or exchange, pursuant to this Agreement without the terms thereof, so that each common stock equivalent delivered in lieu prior written consent of each share the holders of Common Stock shall have essentially a majority of the same dividend, liquidation and voting rights as one share of Class B Common Stock. (e) Notwithstanding any other provision of this Agreement, the Company will not in any way amend or supplement this Section 23 without the prior written consent of the holders of a majority of the Class B Common Stock.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Company The Board may, at its option, by action of the Board of Directorsat any time and from time to time on or after a Flip-in 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 7(d)7(e) hereof) for shares of Common Stock Ordinary Shares at an exchange ratio of either (i) one share of Common Stock Class A Ordinary Share per Right or (ii) one-half ADS per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio ratio, being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 50% or more of the shares of Common Stock Ordinary Shares then outstanding. From and after the occurrence of a Flip-over Event, 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 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 action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Ordinary Shares or ADSs 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 of the Ordinary Shares for Rights will state the method by which the exchange of the 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. 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 7(d)7(e) hereof) 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 any Ordinary Share or ADSs exchangeable for Rightsa Right (i) Ordinary Share Equivalents, at (ii) cash, (iii) debt securities of the initial rate Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which the Board shall have determined in good faith to be equal to the Current Market Price 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 Class A Ordinary Share (determined pursuant to Section 11(d) hereof) on the terms thereof, so that each common stock equivalent delivered in lieu Trading Day immediately preceding the date of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 24.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock Ordinary Shares at an exchange ratio of one share of Common Stock and a quarter (1.25) Ordinary Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights 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 its Subsidiariesthe Company, any employee benefit or stock ownership plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Ordinary Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock 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 7(d)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 (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, 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action option (provided that there are then Independent Directors in office and a majority of the Board of DirectorsIndepen- dent Directors concur), at any time and from time to time on or after 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 7(d)7(e) hereof) for shares of the Common Stock at an exchange ratio of one share of the Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend of shares or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 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 subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of the 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided pro- vided, 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 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 7(d)7(e) hereof) 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 any share of the Common Stock exchangeable for Rights, at the initial rate of one a Right (i) "common stock equivalent for each share equiva- ▇▇▇▇▇," (ii) cash, (iii) debt securities of Common Stockthe Company, as appropriately adjusted (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 reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant be equal to the terms thereof, so that each common stock equivalent delivered in lieu current market price of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of the Common StockStock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) EventDirectors (and, if the Company is restricted from taking actions pursuant to Section 3 of the Affiliation Agreement, Ipsen) may, at its (their) option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 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 to be exchanged in the manner set forth in Section 26Agent; provided 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 shares of Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In lieu of issuing Common Shares in accordance with Section 24(a) hereof, the Company may, if a majority of the Board of Directors then in office determines that such action is necessary or appropriate and not contrary to the interests of the holders of Rights, elect to (and, in the event that there are not sufficient treasury shares and authorized but unissued Common Shares to permit any exchange of the Rights in accordance with Section 24(a) hereof, the Company shall) take all such action as may be necessary to authorize, issue or pay, upon the exchange of the Rights, cash, property, Common Shares, other securities or any combination thereof having an aggregate value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 24(a) hereof, which aggregate value shall be determined by a nationally recognized investment banking firm selected by a majority of the Board of Directors then in office. For purposes of the preceding sentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof. Any election pursuant to this Section 2424(c) by the Board of Directors must be made by resolution within 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred. Following the occurrence of the event described in Section 11(a)(ii) hereof, a majority of the Board of Directors then in office may suspend the exercisability of the Rights for a period of up to 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred to the extent that such directors have not determined whether to exercise their rights of exchange under this Section 24(c). In the event of any such suspension, the Company, at its option, may substitute common stock equivalents Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (as defined in Section 11(a)(iii)d) for shares The Company shall not be required to issue fractions of Common Stock exchangeable for RightsShares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, 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 Company shall pay to the terms thereof, so that each common stock equivalent delivered registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in lieu of each share of Common Stock shall have essentially cash equal to the same dividend, liquidation and voting rights as one share fraction of the current market value of a whole Common Stock.Share. For the

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Trustees of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares Common Shares of Common Stock the Company at an any exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors Trustees shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries or such Subsidiary, any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares 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 shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors Trustees of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any Common Share exchangeable for a Right (i) common stock equivalents equivalents, (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which the Board of Trustees of the Company shall have determined in good faith to be equal to the Current Market Price of one Common Share (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issued an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (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 determined pursuant to the terms thereof, so that each common stock equivalent delivered in lieu second sentence of each share Section 11(d) hereof) for the Trading Day immediately prior to the date of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 24.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Company The Board may, at its option, by action of the Board of Directorsat 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 Section 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). If the Board elects to exchange all the Rights for Common Stock pursuant to this Section 24 prior to the physical distribution of the Rights Certificates, the Company may distribute the Common Stock issuable in the exchange in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries Subsidiaries, or any Person organized, appointed or established by the Company or any entity holding shares of its Subsidiaries 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 shares of Common Stock then outstanding. (b) Immediately upon the Any action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) shall be irrevocable and, immediately upon the taking of such action and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged by mailing such notice to all such holders 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 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 Section 7(d)7(e) hereof) 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)) Preferred Stock for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-thousandth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(b)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) The Company may, at its option, by action of the Board, 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 based upon the advice of one or more nationally recognized investment banking firms.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of at any time after the Board of DirectorsFlip-In 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 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange ratio 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 of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the 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 (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided 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 shall promptly mail a notice of any such exchange to all of the holders of 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 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 null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange pursuant to of Rights for Common Stock as contemplated in accordance with this Section 24, the CompanyCompany shall substitute to the extent of such insufficiency, 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 StockStock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Shares, as appropriately adjusted to reflect adjustments such term is defined in dividend, liquidation and voting rights of common stock equivalents 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 terms thereof, so that each common stock equivalent delivered in lieu current per share market price of each one share of Common Stock shall have essentially (determined pursuant to Section 11(d) hereof) as of the same dividend, liquidation and voting rights as one share date of Common Stocksuch exchange.

Exchange. (a) At any time after the occurrence of a Section 11(a)(iiSubject to applicable laws, rules and regulations, and subject to subsection (c) Eventbelow, the Company may, at its option, by action majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after the 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 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange RatioRatio of Exchange"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of -29- 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 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 shares of Common Stock 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights 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 the Board of Directors 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 2424(c), the CompanyBoard 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 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 per share market value of a whole Common Share (as determined pursuant to the second sentence of Section 11(d) hereof). (e) The Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares by majority vote of Common Stock exchangeable for Rightsthe Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the initial rate 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 common stock equivalent for each share or more nationally recognized investment banking firms. -30- (f) Immediately upon the action of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the Board of common stock equivalents Directors ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the terms thereofright 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 subsection (e) above. The Company shall give public notice of any such exchange; PROVIDED, so HOWEVER, that each common stock equivalent delivered 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 lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) EventThe Board, the Company by majority vote, may, at its option, by action of the Board of Directorsat 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 Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio ratio, as the same may be so adjusted from time to time, being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than (i) the Company, (ii) any Subsidiary of its Subsidiariesthe Company, (iii) any employee benefit plan of the Company or of any of its Subsidiaries such Subsidiary, or (iv) any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock for Rights will shall 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 7(d)7(e) hereof) 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 shares of Preferred Stock (as defined in Section 11(a)(iii)or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-tenth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents shares of Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to each registered holder of a Right Certificate with regard to which a fractional share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the Closing Price of a 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction 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 of its Subsidiariesthe Company, any employee benefit plan of the Company or of any Subsidiary of its Subsidiaries the Company, or any 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 fifty percent (50% %) or more of the 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 subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of any such Rights shall be to receive that number of 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 such exchange (with prompt notice thereof to the Rights Agent and the holders Agent) of the Rights to be exchanged in the manner set forth in Section 26any exchange; provided 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 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 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 7(d7(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 shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock 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 dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Trust Managers of the Company may, may at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares Common Shares of Common Stock the Company at an exchange ratio of one share of such Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors Trust Managers of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary or any Person organized, appointed or established by entity holding Common Shares of 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 shares Common Shares of Common Stock the Company then outstanding. (b) Immediately upon the action of the Board of Directors Trust Managers of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares Common Shares of Common Stock the Company 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares Common Shares of Common Stock the Company 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company 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 of the Company, the Company shall substitute, for each Common Share of the Company 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 such Preferred Shares or fraction thereof is equal to the current per share market price of one Common Share of the Company as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of its Common Shares or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional 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 Common Share of the Company. For the purposes of this Section 24(d), the current market value of a whole Common Share of the Company shall be the closing price of a Common Share of the Company (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, 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) At any time after By the occurrence vote of a Section 11(a)(ii) Eventmajority of the Board of Directors (upon approval by a majority of the Continuing Directors), the Company may, at its option, by action of the Board of Directorsat 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 which have become void pursuant to Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 any class of voting stock of the shares of Common Stock Company then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without Without any further action and without any notice, the right to exercise such the Rights to be so exchanged will terminate at the effective time of the action of the Board of Directors and thereafter the Continuing Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such the exchange to the holders of such Rights Agent and then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the holders registry books of the Rights Agent or, prior to be exchanged in the manner set forth in Section 26; provided that Distribution Date, on the failure to give, or any defect in, such notice shall not affect registry books of the validity of such exchangetransfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights rights will be effected and, in the event of any a 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 Section 7(d)7(e) hereof) 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)) shares of Preferred Stock for shares of Common Stock exchangeable for the Rights, at the initial rate of one common stock equivalent one-hundredth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 either take such action as may be necessary to authorize additional Common Stock or Preferred Stock for issuance upon exchange of the Rights or, alternatively, by the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors with respect to each Right, (i) pay cash in an amount equal to the Exercise Price, in lieu of issuing Common Stock or Preferred Stock in exchange therefor, or

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time after the later of the Board Distribution Date and the first occurrence of Directorsa Triggering 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a27(a) hereof, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 of the Company ordering the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly publicly announce such action, and within 10 calendar days thereafter shall give 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 to be exchanged in the manner set forth in Section 26Agent; provided 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 the shares of Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 2427, the Company, at its option, may substitute for any Common Share exchangeable for a Right, (i) equivalent common stock equivalents shares (as defined such term is used in Section 11(a)(iii) hereof), (ii) for shares cash, (iii) debt securities of Common Stock exchangeable for Rightsthe Company, at (iv) other assets, or (v) any combination of the initial rate foregoing, in any event having an aggregate value which the Board of Directors of the Company shall have determined in good faith to be equal to the current market value 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 Share (determined pursuant to Section 11(d) hereof) on the terms thereof, so that each common stock equivalent delivered in lieu Trading Day immediately preceding the date of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 27.

Exchange. (a) At The Company, upon resolution of a majority of the Board of Directors may, at its option, at any time after the first occurrence of a Section 11(a)(ii) Event, the Company may, at its option, by action of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)7(e) hereof) for Units of Preferred Stock or shares of Company Common Stock (at the election of the Board of Directors at an exchange ratio of one Unit of Preferred Stock or one share of Company Common Stock Stock, as the case may be, per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 ordering the exchange of any Rights pursuant to Section 24(a34(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Units of Preferred Stock or shares of Company Common Stock 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 Units of Preferred Stock or shares of Company Common Stock Stock, as the case may be, 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that 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 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 34, the Company, upon a resolution of a majority of the Board of Directors, shall take all such action as may be necessary to authorize additional shares of Preferred Stock or Company Common Stock, as the case may be, for issuance upon exchange of the Rights 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 Units of Preferred Stock or fractions of shares of Company Common Stock or to distribute certificates which evidence fractional Units or fractional shares. In lieu of issuing fractional Units or fractional shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market price (determined pursuant to Section 11(d) hereof) of one Unit of Preferred Stock or one share of Company Common Stock, as the case may be, on 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 Stock34.

Exchange. (a) At any time after The Board of Directors of the occurrence of a Section 11(a)(ii) Event, the Company Corporation may, at its option, by action of at any time after the Board of Directorstime 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 null and void pursuant to the provisions of Section 7(d)7(e) and Section 11(a)(ii) hereof) for shares Common Shares of Common Stock the Corporation at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction 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 Corporation shall not be empowered to effect such exchange at any time after any Person (other than the CompanyCorporation, any Subsidiary of its Subsidiariesthe Corporation, any employee benefit plan of the Company Corporation or any of its Subsidiaries or such Subsidiary, any Person organized, appointed or established by the Company or any of its Subsidiaries 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 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Corporation ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The 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 state the method by which the exchange of the shares of Common Stock Shares for Rights will shall be 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 null and void pursuant to the provisions of Section 7(d)7(e) and Section 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyCorporation, at its option, may substitute common stock equivalents Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares some or all of the Common Stock Shares exchangeable for Rights, at the initial rate of one common stock one-thousandth of a Preferred Share (or equivalent preferred share) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares (or equivalent preferred share) pursuant to the terms thereof, so that each common stock the fraction of a Preferred Share (or equivalent preferred share) delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. (d) The Board of Directors of the Corporation shall not authorize any exchange transaction referred to in Section 24(a) hereof unless at the time such exchange is authorized there shall be sufficient Common StockShares or Preferred Shares issued but not outstanding, or authorized but unissued, to permit the exchange of Rights as contemplated in accordance with this Section 24.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Company The Board may, at its option, by action of the Board of Directorsat 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 Section 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 fifty percent (50% %) or more of the Common Stock then outstanding. From and after the occurrence of a Flip-over 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). 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 shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board) of the shares of Common Stock then outstandingissuable pursuant to the exchange, and all or some (as designated by the Board) holders of Rights entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (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. (b) Immediately upon the effectiveness of the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of any such Rights shall be to receive that number of 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 exchange. The Company promptly thereafter give 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 to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchangeAgent. 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 shares of Common Stock for Rights will shall be 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 Section 7(d7(e)) held by each holder of Rights. Prior to effecting any exchange and registering shares of Common Stock 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 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). No failure to give, or any defect in, any notice provided under this Section 24(b) shall affect the validity of any exchange. 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 non-assessable shares of Common Stock or of such other securities, as the case may be. (c) Upon declaring an 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). (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (as defined in Section 11(a)(iii)or Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent 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 dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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. (e) In the event that there are not sufficient 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 actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event the Company, after good faith effort, is unable to take all such actions as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable 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 current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (f) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this Section 24(f), the current market value of a whole share of Common Stock shall be the Closing Price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company, at any time that the Rights are redeemable, may, at its option, at any time and from time to time after the occurrence of a Section 11(a)(ii) Flip-In Event, the Company may, at its option, by action of the Board of Directors, 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(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 and in accordance with subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Class A Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Original Agreement Date (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 its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Class A 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 owner of Class A Common Shares aggregating 50% or more of the shares of Class A Common Stock 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Class A Common Stock Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Class A Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Class A 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 Class A 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 Class A 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 (determined pursuant to Section 11(d) hereof) multiplied by such number or fraction is equal to the current per share market price of one Class A Common Share (determined pursuant to Section 11(d) hereof) as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Class A Common Shares or to distribute certificates which evidence fractional Class A Common Shares. In lieu of such fractional Class A Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Class A Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Class A Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a 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, 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of at any time after the Board of DirectorsFlip-In 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 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Class A Common Stock per Class A Right and one share of Class B Common Stock per Class B Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction with respect to the Common Stock occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shall have become the Beneficial Owner of (i) shares of Class A Common Stock aggregating 50% or more of the shares of Class A Common Stock then outstanding or (ii) shares of Common Stock aggregating 50% or more of the 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of 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 exchange with prompt notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent; provided 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 mail a notice of any such exchange to all of the holders of 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 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 of (a) Class A Rights shall be effected pro rata based on the number of available shares of Class A Common Stock and the number of Class A Rights (other than Class A Rights which have become null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. Class A Rights and (cb) In any exchange pursuant to this Section 24, Class B Rights shall be effected pro rata based on the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for number of available shares of Class B Common Stock exchangeable for Rights, at and the initial rate number of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation Class B Rights (other than Class B Rights which have become null and voting rights of common stock equivalents void pursuant to the terms thereof, so that provisions of Section 11(a)(ii) hereof) held by each common stock equivalent delivered in lieu holder of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockClass B Rights.

Exchange. (a) At any time on or after the occurrence of a Section 11(a)(ii) Event, the Company Board of Directors may, at its option, by action of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock then outstanding. (b) Immediately upon the action effectiveness of the Board of Directors ordering the an exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of 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 notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. 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 shares of Common Stock for Rights will be 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 Section 7(d)) 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.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the occurrence of the Board of Directorsa Flip-In 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 7(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 and in accordance with subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company’s certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat any time after any Per- son 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 provi- sions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar simi- lar transaction occurring after the date hereof (such exchange ex- change ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors Direc- tors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the CompanyCom- pany, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 -39- the shares of Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be suffi- cient 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 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 autho- rize such additional Common Shares, the Company shall substi- tute, 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 Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the regis- tered holders of the Right 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 mar- ket value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as deter- mined 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, 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Class A Common Stock Shares at an exchange ratio of one share of Class A Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any 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 a majority of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Class A Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders shall give public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided 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 shares of Class A Common Stock 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 PRO RATA based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)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 defined in Section 11(a)(iii)) for shares of Class A Common Stock Shares exchangeable for Rights, at the initial rate of one ten-thousandth of a Preferred Share (or an appropriate number of common stock equivalent equivalents) for each share of Class A Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Class A Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one Class A Common Share. (d) In the event that there shall not be sufficient Class A Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of incorporation and not outstanding or 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 Class A Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Class A Common Shares or to distribute certificates which evidence fractional Class A Common Shares. In lieu of such fractional Class A Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Class A 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 Class A Common StockShare. For the purposes of this paragraph (e), the current per share market value of a whole Class A Common Share shall be the closing price of a Class A 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) At any time after the occurrence of a Section 11(a)(ii) Event, the Company mayThe Company, at its option, upon approval by action its board of the Board of Directorsdirectors, at any time after any Person becomes an Acquiring Person, may exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void unexerciseable pursuant to the provisions of Section 7(d7(e)) for Units at an exchange ratio equal to, subject to adjustment to reflect stock splits, stock dividends and similar transactions occurring after the date hereof, that number obtained by dividing the Purchase Price by the then Current Per Share Market Price per Unit on the earlier of (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 the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) is commenced within the meaning of Rule 14d-2(a) of the Exchange Act Regulations or any successor rule, if upon consummation thereof such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Company then outstanding (such exchange ratio being hereinafter referred to as the "Section 24(a) Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall Company may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established maintained by the Company or any of its Subsidiaries for Subsidiaries, or pursuant any trustee or fiduciary with respect to the terms of any such planplan acting in such capacity), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock of the Company then outstanding. (b) Immediately upon the action of the Board board of Directors directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Units equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided 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 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 Section 7(d)) 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.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares Common Shares of Common Stock the Company at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries or such Subsidiary, any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares 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 shares Common Shares of Common Stock 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 Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares Common Shares of Common Stock the Company 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares Common Shares of Common Stock the Company 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 7(d)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 common stock equivalents Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares some or all of the Common Stock Shares of the Company exchangeable for Rights, at the initial rate of one common stock one-hundredth of a Preferred Share (or equivalent preferred share) for each share Common Share of Common Stockthe Company, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share Common Share of Common Stock the Company shall have essentially the same dividend, liquidation and voting rights as one share Common Share of the Company. (d) In the event that there shall not be sufficient Common Shares of the Company or Preferred 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 Common Shares of the Company or Preferred Shares for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common StockShares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issued an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company. For the purposes of this Section 24(e), the current market value of a whole Common Share of the Company shall be the closing price of a Common Share of the Company (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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange exchange, with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent; provided 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 mail a notice of any such exchange to all of the holders of 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 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 null and void pursuant to the provisions of Section 7(d)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 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 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 shares of Preferred Stock or fractions thereof (or equivalent preferred shares as such term is defined in Section 11(b)) 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 issuance of such shares of Preferred Stock or fractions thereof (or equivalent preferred shares). (d) The Company shall not, in connection with 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 be required to issue fractions of shares of Common Stock exchangeable for Rightsor to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, at the initial rate Company shall pay to the registered holders of one common stock equivalent for each the Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the current market value of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of at any time after any Person becomes an Acquiring Person, authorize and direct the Board of Directors, 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 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any entity holding shares of its Subsidiaries 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 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 (a) of this Section 24(a) 23 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 2423, the Company, at its option, may substitute common stock equivalents Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock Shares exchangeable for Rights, at the initial rate of one common stock one-hundredth of a Preferred Share (or equivalent preferred share) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent 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 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 23, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence shares of Common Stock in connection with any exchange made pursuant to this Section 23. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (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 23.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the first occurrence of the Board of Directorsa Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock or common stock equivalents, or any combination thereof, at an exchange ratio of one share of Common Stock per Right, appropriately adjusted as determined by the Board to reflect any stock split, stock dividend combination, stock dividend, or other similar transaction occurring event after the date hereof (such exchange ratio being hereinafter thereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 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 subsection (a) of this Section 24(a) 29 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock and/or common stock equivalents equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 mail a notice of any such exchange to all of the holders of such Rights at their 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 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 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 7(d)7(e) hereof) held by each holder of Rights. (c) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In any lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 29, the value of a whole share of Common Stock shall be the "current market price" (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2429, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of Common Stock exchangeable for Rights, at the initial rate of one any common stock equivalent for each share of Common Stock, shall be deemed to have the same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one Common Share per Right (with each Right to purchase shares of Series A-1 Junior Participating Preferred Stock being exchanged for one share of Common Stock per Rightand each Right to purchase shares of Series A-2 Junior Participating Preferred Stock being exchanged for one share of Class A Stock), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. Ratio and determined in accordance with Section 24 (a) The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock 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 7(d)7(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 Shares or common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or an appropriate number of common stock equivalent equivalents) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. (d) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued or not otherwise subscribed for or committed 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 Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common StockShares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right 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 paragraph (e), the current market value of a whole Common Share shall be the closing price of a 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, subject to Section 26 of this Agreement, and appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed trust or established by the Company or any of its Subsidiaries other entity holding 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 shares of Common Stock 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio, subject to Section 26 of this Agreement. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock Shares for Rights will be 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 may take any such action as may be necessary to authorize additional 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 in a timely manner, the Company may substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preference Shares or fraction thereof such that the current per share market price of one Preference 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 Preference Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right 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 paragraph (d), the current market value of a whole Common Share shall be the closing price of a 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, 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) At any time after By the occurrence vote of a Section 11(a)(ii) Eventmajority of the Board of Directors (upon approval by a majority of the Continuing Directors), the Company may, at its option, by action of the Board of Directorsat 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 which have become void pursuant to Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 any class of voting stock of the shares of Common Stock Company then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without Without any further action and without any notice, the right to exercise such the Rights to be so exchanged will terminate at the effective time of the action of the Board of Directors and thereafter the Continuing Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such the exchange to the holders of such Rights Agent and then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the holders registry books of the Rights Agent or, prior to be exchanged in the manner set forth in Section 26; provided that Distribution Date, on the failure to give, or any defect in, such notice shall not affect registry books of the validity of such exchangetransfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights rights will be effected and, in the event of any a 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 Section 7(d)7(e) hereof) 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)) shares of Preferred Stock for shares of Common Stock exchangeable for the Rights, at the initial rate of one common stock equivalent one-thousandth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 either take such action as may be necessary to authorize additional Common Stock or Preferred Stock for issuance upon exchange of the Rights or, alternatively, by the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors with respect to each Right, (i) pay cash in an amount equal to the Exercise Price, in lieu of issuing Common Stock or Preferred Stock in exchange therefor, or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value (as hereinafter defined) of the Common Stock or Preferred Stock exchangeable for each such Right, where the value of such securities shall be determined in good faith by the Board of Directors (upon approval by a majority of the Continuing Directors), or (iii) deliver any combination of cash, property, Common Stock, Preferred Stock and/or other securities having a value equal to the Current Value in exchange for each Right. The term "Current Value," for purposes of this Section 24, shall mean the product of the per share market price of the Common Stock (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 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(d), the Board of Directors (upon approval by a majority of the Continuing 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 Stock or Preferred 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. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to each registered holder of a Rights Certificate with regard to which a fractional share of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the fair market value of a whole share of

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the first occurrence of the Board of Directorsa Section 11(a)(ii) 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 7(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of 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 subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange with prompt notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent; provided 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company's amended and restated articles of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the occurrence of the Board of Directorsa Flip-In 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 7(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 and in accordance with subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company’s certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock upon exchange of the Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Companyvalue of any Common Stock Equivalent shall be deemed to have the same value as the Common Stock on such date. (e) Notwithstanding anything to the contrary in the foregoing, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for no holder of Rights shall be entitled to receive shares of Common Stock exchangeable or Common Stock Equivalents or units representing fractions thereof in exchange 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 such holder’s Rights pursuant to this Section 24 unless and until such holder submits a certificate of exchange (substantially in the terms thereofform of the Certificate of Exchange included in Exhibit B hereto) certifying that such holder is not and was not an “Acquiring Person” as set forth in this Agreement and, so that each common stock equivalent delivered after due inquiry and to the best of such holder’s knowledge, such holder did not receive its Rights from a Person who is, was or became an “Acquiring Person” as set forth in lieu this Agreement. (f) As soon as reasonably practicable after the Board of each share Directors determines to exchange Rights pursuant to this Section 24 and until all Rights have been exchanged as set forth in this Section 24, the Company shall make provision for a number of shares of Common Stock shall have essentially in an amount equal to at least three percent of the same dividend, liquidation and voting rights as one share number of shares of Common StockStock for which Rights may be exchanged pursuant to this Section 24 to be held in trust by a third party (the identity of such party to be mutually agreed upon by the Company and the Rights Agent) for the benefit of eligible holders of Rights who are not “Acquiring Persons” as set forth in this Agreement and who, or whose brokers, did not provide the certification required by this Section 24 by a date (such date to be mutually agreed upon by the Company and the Rights Agent) following the date the Board of Directors determines to exchange Rights pursuant to this Section 24.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by majority vote of the Directors, but at any time after the occurrence of a Section 11(a)(ii) Event, Event only if the Company may, at its option, by majority of such Directors determine that such action would not be void or voidable on account of Section 144 of the Board of DirectorsDelaware General Corporation Law or other applicable law, 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 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one (1) share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange RatioRatio of Exchange"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries holding 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 shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly thereafter give notice notify the Rights Agent in writing of such exchange to the Rights Agent and the holders shall give public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided 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 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 shares of Common Stock for Rights will be 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 null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Stock for issuance upon exchange of the Rights 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 Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value (as defined below), in lieu of issuing 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 the Board of Directors by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, 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 Common Stock (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 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 2424(c), the CompanyBoard 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 promptly notify the Rights Agent in writing of such suspension and 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 shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock (as determined pursuant to the second sentence of Section 11(d) hereof). (e) The Company may, at its option, may substitute common stock equivalents 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 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 rights in exchange therefor as defined has been determined by the Board of Directors in Section 11(a)(iii)accordance with subsection (e) above. The Company shall promptly notify the Rights Agent in writing of any such exchange and 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 shares of the Common Stock exchangeable for Rightsof the Company. Any notice that is mailed in the manner herein provided shall be deemed given, at whether or not the initial rate holder receives the notice. Each such notice of one common stock equivalent for each share exchange will state the method by which the exchange 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 StockRights will be effected.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the first occurrence of the Board of Directorsa Flip-In Event, - 45 - 48 exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights rights that have become void pursuant to the provisions of the Section 7(d)7(e) hereof) for shares of Common Stock or common stock equivalents, or any combination thereof, at an exchange ratio of one share of Common Stock per Right, appropriately adjusted as determined by the Board to reflect any stock split, stock dividend combination, stock dividend, or other similar transaction occurring event after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 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 subsection (a) of this Section 24(a) 29 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock and/or common stock equivalents equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 mail a notice of any such exchange to all of the holders of such Rights at their 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 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that the number of shares of Common Stock which are authorized by the Company's Amended and Restated Certificate of Incorporation but not outstanding or 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 29, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 29, the value of a whole share of Common Stock shall be the "current market price" (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2429, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of Common Stock exchangeable for Rights, at the initial rate of one any common stock equivalent for each share of Common Stock, shall be deemed to have the same value 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 a share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock Preferred Shares at an exchange ratio of one share one-hundredth of Common Stock a Preferred Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock Class A Equivalent 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Preferred Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 22 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 shares of Common Stock Preferred 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant The Company shall not be required to this Section 24issue fractions of Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one one-hundredth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one-hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts, pursuant to an appropriate agreement between the Company and a depositary selected by it; provided, that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a Preferred Share, the Company shall pay to the registered holders of Right Certificates at its optionthe time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share. For the purposes of this Section 24(c), may substitute common stock equivalents the current market value of a Preferred Share shall be the closing price of a Class A Common Share (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 determined pursuant to the terms thereof, so that each common stock equivalent delivered in lieu second sentence of each share Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stocksuch exercise.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Company The Board may, at its option, by action of the Board of Directorsat 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 Section 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 fifty percent (50% %) or more of the Common Stock then outstanding. From and after the occurrence of a Flip-over 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). 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 shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board) of the shares of Common Stock then outstandingissuable pursuant to the exchange, and all or some (as designated by the Board) holders of Rights entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (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. (b) Immediately upon the effectiveness of the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of any such Rights shall be to receive that number of 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 exchange. The Company promptly thereafter give 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 to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchangeAgent. 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 shares of Common Stock for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange of Rights shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to Section 7(d7(e)) held by each holder of Rights). Prior to effecting any exchange and registering shares of Common Stock 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 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). No failure to give, or any defect in, any notice provided under this Section 24(b) shall affect the validity of any exchange. 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 non-assessable shares of Common Stock or of such other securities, as the case may be. (c) Upon declaring an 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). (d) 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)) shares of Equivalent Common Stock for some or all shares of Common Stock exchangeable for Rights. (e) In the event that there are not sufficient 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, at the initial rate Company shall take all such actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (f) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of one common stock equivalent for each share of Common Stock. For the purposes of this Section 24(f), as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the current market value of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each one share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one Closing Price of a share of Common StockStock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company, if a majority thereof is composed of Independent Directors, may, at its option, at any time and from time to time after the occurrence of a Section 11(a)(ii) Flip-In Event, the Company may, at its option, by action of the Board of Directors, 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(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 and in accordance with subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of at any time after the Board of Directorsdate the Class A Rights first become exercisable for Class A Shares pursuant to Section 11(a)(ii), exchange all or part of the then outstanding and exercisable Class A Rights (which shall not include Class A Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Class A Shares, at an exchange ratio of one share of Common Stock Class A Share per Class A Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring affecting the Class A Shares that occurs after the date hereof Record Date (such exchange ratio ratio, as the same may be adjusted from time to time, 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 of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Class A Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Class A Rights will shall terminate and thereafter the only right thereafter of a holder of such Class A Rights shall be to receive that number of shares of Common Stock Class A Shares equal to the number of such Class A Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 mail a notice of any such exchange to all of the holders of such Class A 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 The notice of exchange will state the method by which the exchange of the shares of Common Stock Class A Shares for Class A Rights will be effected and, in the event of any partial exchange, the number of Class A Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Class A Rights (other than Class A Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Class A Rights. (c) In any the event that there shall not be sufficient Class A Shares authorized, unissued and unreserved to permit the exchange pursuant to of Class A Rights as contemplated in accordance with this Section 24, the Company, at its option, may substitute common stock equivalents Series A Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(a)(iii11(b), or Class A share equivalents, as such term is defined in Section 11(a)(iii)(A) hereof), for shares of Common Stock Class A Shares exchangeable for Class A Rights, at the initial rate of one common stock one-hundredth of a Series A Preferred Share (or equivalent preferred share) or one Class A share equivalent for each share of Common StockClass A Share, as appropriately adjusted to reflect adjustments stock splits, stock dividends or similar transactions affecting the Class A Shares that occur after the date of this Agreement. (d) In the event that there shall not be sufficient Class A Shares, Series A Preferred Shares, equivalent preferred shares or Class A share equivalents, authorized, unissued and unreserved to permit the exchange of Class A Rights as contemplated in dividendaccordance with this Section 24, liquidation the Company shall take all such action as may be necessary to authorize additional Class A Shares or Series A Preferred Shares, equivalent preferred shares or Class A share equivalents for issuance upon exchange of the Class A Rights. (e) The Company shall not be required to issue fractions of Class A Shares or to distribute certificates which evidence fractional Class A Shares. In lieu of such fractional Class A Shares, the Company may pay to the registered holders of the Class A Right Certificates with regard to which such fractional Class A Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Class A Share. For the purposes of this paragraph (e), the current market value of a whole Class A Share shall be the closing price of a Class A Share (as determined pursuant to the second sentence of 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section. The Board of Directors and voting rights the Company shall not have any liability to any Person as a result of common stock equivalents the exchange of Class A Rights 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 Stockthis Section.

Exchange. (a) At any time on or after the occurrence of a Section 11(a)(ii) Event, the Company Board of Directors may, at its option, by action of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock then outstanding. (b) . Immediately upon the action effectiveness of the Board of Directors ordering the an exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of 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 notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. 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 shares of Common Stock for Rights will be 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 Section 7(d)) 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.

Exchange. (a) At any time after By the occurrence vote of a Section 11(a)(ii) Eventmajority of the Board of Directors (upon approval by a majority of the Continuing Directors), the Company may, at its option, by action of the Board of Directorsat 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 which have become void pursuant to Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 any class of voting stock of the shares of Common Stock Company then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without Without any further action and without any notice, the right to exercise such the Rights to be so exchanged will terminate at the effective time of the action of the Board of Directors and thereafter the Continuing Directors ordering the exchange and the only right thereafter of a each holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such the exchange to the holders of such Rights Agent and then outstanding by mailing such notice to all such holders at their last addresses as they appear upon the holders registry books of the Rights Agent or, prior to be exchanged in the manner set forth in Section 26; provided that Distribution Date, on the failure to give, or any defect in, such notice shall not affect registry books of the validity of such exchangetransfer agent for the Common Stock. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights rights will be effected and, in the event of any a 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 Section 7(d)7(e) hereof) 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)) shares of Preferred Stock for shares of Common Stock exchangeable for the Rights, at the initial rate of one common stock equivalent one-thousandth of a share of Preferred Stock for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 either take such action as may be necessary to authorize additional Common Stock or Preferred Stock for issuance upon exchange of the Rights or, alternatively, by the vote of a majority of the Board of Directors (upon approval by a majority of the Continuing Directors with respect to each Right, (i) pay cash in an amount equal to the Exercise Price, in lieu of issuing Common Stock or Preferred Stock in exchange therefor, or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the Current Value (as hereinafter defined) of the Common Stock or Preferred Stock exchangeable for each such Right, where the value of such securities shall be determined in good faith by the Board of Directors (upon approval by a majority of the Continuing Directors), or (iii) deliver any combination of cash, property, Common Stock, Preferred Stock and/or other securities having a value equal to the Current Value in exchange for each Right. The term "Current Value," for purposes of this Section 24, shall mean the product of the per share market price of the Common Stock (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 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(d), the Board of Directors (upon approval by a majority of the Continuing 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 Stock or Preferred 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.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time and from time to time after the first occurrence of the Board of Directorsa Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights rights that have become void pursuant to the provisions of the Section 7(d)7(e) hereof) for shares of Common Stock or common stock equivalents, or any combination thereof, at an exchange ratio of one share of Common Stock per Right, appropriately adjusted as determined by the Board to reflect any stock split, stock dividend combination, stock dividend, or other similar transaction occurring event after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 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 subsection (a) of this Section 24(a) 29 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock and/or common stock equivalents equal to the number of such Rights rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 mail a notice of any such exchange to all of the holders of such Rights at their 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 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that the number of shares of Common Stock which are authorized by the Company's Articles of Incorporation but not outstanding or 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 29, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 29, the value of a whole share of Common Stock shall be the "current market price" (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 2429, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of Common Stock exchangeable for Rights, at the initial rate of one any common stock equivalent for each share of Common Stock, shall be deemed to have the same value 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 Stockon such date.

Exchange. (a) At any time on or after the occurrence of a Section 11(a)(ii) Event, the Company Board of Directors may, at its option, by action of the Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 shares of Common Stock then outstanding. (b) Immediately upon the action effectiveness of the Board of Directors ordering the an exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of 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 notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. 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 shares of Common Stock for Rights will be 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 Section 7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute (i) common stock equivalents (as defined in Section 11(a)(iii11(a)(iii)(B)) 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 StockStock or (ii) other equity or debt securities of the Company, cash or other assets, or any combination thereof having an aggregate value equal to the value of the Common Stock that otherwise would have been issuable pursuant to Section 24(a). For purposes of this Section 24(c), the value of a share of Common Stock shall be determined pursuant to Section 11(d)(iii). After the Distribution Date, the Company may suspend the exercisability of the Rights for a period of up to 60 days following the Distribution Date to the extent that the Company has not determined whether to exercise the right of exchange under this Section 24. 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.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time after the later of the Board Distribution Date and the first occurrence of Directorsa Triggering 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a27(a) hereof, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 of the Company ordering the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly publicly announce such action, and within 10 calendar days thereafter shall give 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 to be exchanged in the manner set forth in Section 26Agent; provided 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 the shares of Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 2427, the Company, at its option, may substitute for any Common Share exchangeable for a Right, (i) equivalent common stock equivalents shares (as defined such term is used in 21 25 Section 11(a)(iii) hereof), (ii) for shares cash, (iii) debt securities of Common Stock exchangeable for Rightsthe Company, at (iv) other assets, or (v) any combination of the initial rate foregoing, in any event having an aggregate value which the Board of Directors of the Company shall have determined in good faith to be equal to the current market value 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 Share (determined pursuant to Section 11(d) hereof) on the terms thereof, so that each common stock equivalent delivered in lieu Trading Day immediately preceding the date of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 27.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shares of Common Stock aggregating 50% or more of the 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 mail a notice of any such exchange to all of the holders of 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 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany shall substitute to the extent of such insufficiency, 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 StockStock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as appropriately adjusted to reflect adjustments such term is defined in dividend, liquidation and voting rights of common stock equivalents 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 terms thereof, so that each common stock equivalent delivered in lieu current per share market price of each one share of Common Stock shall have essentially (determined pursuant to Section 11(d) hereof) as of the same dividend, liquidation and voting rights as one share date of Common Stocksuch exchange.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares consideration per Right consisting of Common Stock one-half of the securities that would be issuable at an exchange ratio such time upon the exercise of one share Right in accordance with Section 11(a)(ii) or, if applicable, Section 9(b) (the consideration issuable per Right pursuant to this Section 24(a) being the "Exchange Consideration"). The Board of Directors may, at its option, issue, in substitution for Preferred Shares, Common Stock per Right, Shares in an amount equal to the number of Preferred Shares multiplied by one hundred (appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"hereof). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock 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(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of Exchange Consideration in exchange for each such Rights Right held by such holder multiplied by the Exchange Ratioholder. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock Rights for Rights the Exchange Consideration 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In any lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right 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 paragraph (c), the current market value of a whole Common Share shall be the closing price of a 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, 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company Company, including without limitation the Employee Plans, or of any such Subsidiary, or of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 shares of Common Stock 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 7(d)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 common stock equivalents Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock Shares exchangeable for Rights, at the initial rate of one common stock one-hundredth of a Preferred Share (or equivalent preferred share) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. (d) In the event that there shall not be sufficient 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 24, the Company shall use its best efforts to cause all such action to be taken as may be necessary to authorize additional Common Shares or Preferred Shares for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common StockShares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights and (which shall not include Rights that have become void pursuant to Section 7(d)i) for shares of Common Stock A Shares at an exchange ratio of one share A Share per Right (in the case of Common Stock Rights which prior to the Distribution Date were evidenced by certificates for A Shares), and (ii) for B Shares at a ratio of one B Share per RightRight (in the case of Rights which prior to the Distribution Date were evidenced by certificates for B Shares), appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, SCL, any Subsidiary of its Subsidiariesthe Company or SCL, any employee benefit plan of the Company or any Subsidiary of its Subsidiaries the Company, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Voting Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares carrying 50% or more of the shares total voting rights which may be cast at any general meeting of Common Stock then outstandingthe Company. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock A Shares or B Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock A 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 7(d)11(a)(iii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient A Shares or B Shares issued but not outstanding or authorized but unissued to permit any exchange pursuant to of Rights as contemplated in accordance with this Section 24, the Company, at its option, Company shall take all such action as may substitute common stock equivalents (as defined in Section 11(a)(iii)) be necessary to authorize additional A Shares or B Shares for shares issuance upon exchange of Common Stock exchangeable for the 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, the Company Directors may, at its option, by action of at any time after the Board of Directors, Stock Acquisition Date 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 7(d)7(e) hereof) for shares of Common Stock (or Common Stock Equivalents) at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planEntity), together with all 36 40 Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to and in compliance with subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights, which excludes Rights that have become void pursuant to the provisions of Section 7(e) hereof, shall be to receive that number of shares of Common Stock, or Common Stock Equivalents, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give file notice of such exchange to Board action with the Rights Agent and the holders give public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided 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 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 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 7(d7(e)) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required, pursuant to this Section 24, to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates, with regard to which such fractional 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 share of Common Stock. For the purposes of this paragraph (d), the current market value of a whole share of Common Stock shall be the closing price of a 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, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same current market value 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 Stockon such date.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Series A Common Stock Shares at an exchange ratio of one share of Series A Common Stock Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(i), stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 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 (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Series A Common Stock Shares 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 such exchange (with prompt written notice thereof to the Rights Agent and the holders Agent) of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided 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 shares of Series A Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Series A 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 Series A 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 Series A Common Shares, the Company shall substitute, for each Series A 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 Series A 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 Series A Common Shares or to distribute certificates which evidence fractional Series A Common Shares. In lieu of such fractional Series A Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Series A Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Series A Common Share. For the purposes of this paragraph (d), the current market value of a whole Series A Common Share shall be the closing price of a Series A 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, 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat any time after any Person becomes an Acquiring Person or Adverse 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(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any Subsidiary of its Subsidiaries or the Company, any Person or entity organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planplan or any Person who beneficially owns and is known by the Company to be the Beneficial owner as of the date of this Agreement of 20% or more of the shares of Common Stock outstanding as of the date of this Agreement), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner owner of 50% or more of the 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 this Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give notice of any such exchange to the Rights Agent and the holders of the ' then outstanding Rights to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, by mailing such notice shall not affect to all such holders at each holder's last address a it appears upon the validity registry books of such exchangethe 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 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 7(d)7(e) hereof) 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 shares of Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock exchangeable for the Rights, at the initial rate of one common stock 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 dividend, liquidation and voting on the dividend rights of common stock equivalents the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock issued, so that each common stock equivalent delivered 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 Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractional shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of each such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (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) At any time after the occurrence of a Section 11(a)(ii) EventThe Board, the Company by majority vote, may, at its option, by action of the Board of Directorsat 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 Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio ratio, as the same may be so adjusted from time to time, being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than (i) the Company, (ii) any Subsidiary of its Subsidiariesthe Company, (iii) any employee benefit plan of the Company or of any of its Subsidiaries or such Subsidiary, (iv) any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), or (v) until the Close of Business on August 15, 2001, Cabletron Systems, Inc., together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 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 shares of Common Stock for Rights will shall 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 7(d)7(e) hereof) 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 shares of Preferred Stock (as defined in Section 11(a)(iii)or shares of Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one- thousandth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents shares of Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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 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 Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to each registered holder of a Rights Certificate with regard to which a fractional share of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (e), the current market value of a whole share of Common Stock shall be the Closing Price of a 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) At any time after the occurrence of a Section 11(a)(ii) Event, the Company The Board may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock (or one-thousandth of a share of Preferred Stock) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect effectuate such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shares of Common Stock aggregating fifty percent (50% %) or more of the 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 ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 mail a notice of any such exchange to all of the holders of 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 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany shall substitute to the extent of such insufficiency, 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 StockStock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as appropriately adjusted to reflect adjustments such term is defined in dividend, liquidation and voting rights of common stock equivalents 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 terms thereof, so that each common stock equivalent delivered in lieu current per share market price of each one share of Common Stock shall have essentially (determined pursuant to Section 11(d) hereof) as of the same dividend, liquidation and voting rights as one share date of Common Stocksuch exchange.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or of any Subsidiary of its Subsidiaries the Company, or any 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 fifty percent (50% %) or more of the 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 subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26any exchange; provided 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 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 will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d7(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 share equivalents (as such term is defined in Section 11(a)(iii)) for some or all of the shares of Common Stock exchangeable for Rights. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, at there shall be paid to the initial rate registered holders of one common stock equivalent for each the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this subsection (e), as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the current market value of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (as determined pursuant to Section 11(d)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At any time after the occurrence 24.1 The Board of a Section 11(a)(ii) Event, the Company Directors may, at its option, by action of the Board of Directorsat any time after a Stock Acquisition Date, mandatorily exchange all or part of the then outstanding and exercisable Rights (which shall not include excludes Rights that have become void pursuant to Section 7(d)11.1.2) for shares of Common Stock Shares at an exchange ratio of one share Class A Common Share per one one-thousandth of a Preferred Share represented by a Class A Right or one Class B Common Stock Share per one one-thousandth of a Preferred Share represented by a Class B Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding From and after the foregoingoccurrence of an event specified in Section 13.1, any Right that theretofore has 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 shall not 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 Board of Directors in its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shares of Common Stock then outstandingsole discretion may establish. (b) 24.2 Immediately upon the action of the Board of Directors ordering the exchange of any the Class A Rights or the Class B Rights pursuant to Section 24(a) 24.1, and without any further action and without any notice, (i) the right to exercise such Class A Rights will shall terminate and thereafter the only right thereafter of a holder of such Class A Rights shall be to receive that number of shares of Class A Common Stock Shares equal to the number of such Class A Rights held by such holder multiplied by the Exchange Ratio and (ii) the right to exercise such Class B Rights shall terminate and the only right thereafter of a holder of such Class B Rights shall be to receive that number of Class B Common Shares equal to the number of such Class B Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give reasonably detailed written notice of any such exchange to the Rights Agent Agent, and the holders shall promptly give public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Within ten Business Days after action by the Board of Directors ordering the exchange of any Rights pursuant to Section 24.1, the Company shall mail, or cause the Rights Agent to mail, a notice of any such exchange to 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 shares of Class A Common Stock Shares for Class A Rights or Class B Common Shares for Class B Rights will be effected and, in the event of any partial exchange, the number of Class A Rights or Class B Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Class A Rights or Class B Rights (other than Class A Rights or Class B Rights which have become void pursuant to the provisions of Section 7(d)11.1.2) held by each holder of Class A Rights or Class A Rights. (c) 24.3 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)i) for shares of Preferred Shares or Class A Common Stock Equivalents for Class A Common Shares or (ii) Preferred Shares or Class B Common Stock Equivalents for Class B Common Shares, in each case, exchangeable for Rights, Class A Rights or Class B Rights at the initial rate of one common stock equivalent one-thousandth of a Preferred Share (or an appropriate number of Class A Common Stock Equivalents or Class B Common Stock Equivalents) for each share of Class A Common StockShare or Class B Common Share, as appropriately adjusted adjusted. 24.4 If there shall not be sufficient Class A Common Shares, Class B Common Shares, Preferred Shares, Class A Common Stock Equivalents or Class B Common Stock Equivalents authorized but unissued to reflect adjustments permit any exchange of Class A Rights or Class B Rights as contemplated in dividendaccordance with this Section 24, liquidation and voting rights the Company shall use its reasonable efforts to authorize additional Class A Common Shares, Class B Common Shares, Preferred Shares, Class A Common Stock Equivalents or Class B Common Stock Equivalents for issuance upon exchange of common stock equivalents the Class A Rights or Class B Rights. 24.5 The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, the Company may instead pay to the registered holders of the Right 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 per share market value of a whole Common Share. For the purposes of this Section 24.5, the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the terms thereofsecond 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, so that each common stock equivalent delivered the exchange of the Rights may be made effective at such time, on such basis and subject to 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 each share issuing Class A Common Shares, Class B 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 (the “Trust”) created upon such terms as the Board of Common Stock Directors may determine to hold all or a portion of the Exchange Property for the benefit of the Exchange Recipients, (ii) permit the Trust to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in the Trust and (iii) direct that all holders of Rights entitled to receive Exchange Property shall have essentially be entitled to receive such Exchange Property only from the same dividendTrust and only upon compliance with the relevant terms and provisions of the Trust and subject to such conditions as the Board of Directors in its sole discretion may establish. Prior to effecting an exchange of Rights, liquidation the Company may require (or cause the trustee or other governing body of the Trust to require), as a condition thereof, that any Exchange Recipient provide evidence that it is not an Acquiring Person, including evidence of the identity of the current or former Beneficial Owners thereof and voting rights their Affiliates and Associates. If any Person shall fail to comply with any request to provide such evidence, the Company shall be entitled conclusively to deem the Rights held by such Person to be null and void pursuant to Section 11.1.2 and not transferable or exercisable or exchangeable in connection herewith. In the event that the Board of Directors determines, before the Distribution Date, to effect an exchange, the Board of Directors may delay the occurrence of the Distribution Date to such time as one share the Board of Common StockDirectors deems advisable.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, the Company Directors may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) by exchanging for shares of Common Stock at an exchange ratio of each such Right one share of Common Stock per Rightof the Corporation, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio number of shares of Common Stock per Right being hereinafter referred to as the "“Exchange Ratio"”). The Rights Agent shall be given written notice as soon as practicable of any such exchange and the Exchange Ratio pursuant to which such exchange is effected and shall be deemed to have no knowledge thereof until it receives such notice. 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. Prior to effecting an exchange pursuant to this Section 27, the Board of Directors may direct the Corporation 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 of Directors so directs, the Corporation 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 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 and provisions of the Trust Agreement. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 fifty percent (50% %) or more of the shares of Common Voting 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 27(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27(a). (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a27(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided 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 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 Section 7(d)) 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.Exchange

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Company's Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any 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 fifty percent (50% %) or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Stock Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided 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 notify the Rights Agent of any 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 shares of Common Stock 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but issued 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 Common Shares for issuance upon exchange of the Rights. (d) 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 subsection (d), the current market value of a whole Common Share shall be the closing price of a 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, 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) At any time after Subject to the occurrence provisions of a Section 11(a)(ii) Eventapplicable law, the Board of Directors of the Company may, at its option, by action of the Board of Directorsat 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 7(d)7(e) hereof) for shares of (A) Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding 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 shares of Common Stock 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(a) 24, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchangeexchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agency. 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 shares of Common Stock 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 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient 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 actions as may be necessary to authorize additional 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 Shares 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 Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a 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, 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) At If there is at least one Continuing Director then in office, the Board of Directors of the Company, with the concurrence of a majority of the Continuing Directors then in office, may, at its option, at any time and from time to time after the occurrence of a Section 11(a)(ii) Flip-In Event, the Company may, at its option, by action of the Board of Directors, 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(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio 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 same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 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 and in accordance with subsection (a) of this Section 24(a24 (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 will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of 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 thereafter give public notice of such exchange with simultaneous written notice to the Rights Agent and the holders Agent, of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided 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 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 shares of Common Stock and/or Common Stock Equivalents for Rights will be 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 have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value 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 Stockon such date.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the Company The Board may, at its option, by action of the Board of Directorsat 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 Section 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries 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 fifty percent (50% %) or more of the Common Stock then outstanding. From and after the occurrence of a Flip-over 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). 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 shall issue to the trust created by such agreement (the “Trust”) all or some (as designated by the Board) of the shares of Common Stock then outstandingissuable pursuant to the exchange, and all or some (as designated by the Board) holders of Rights entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (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. (b) Immediately upon the effectiveness of the action of the Board of Directors ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of any such Rights shall be to receive that number of 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 exchange. The Company promptly thereafter give 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 to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchangeAgent. 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 shares of Common Stock for Rights will shall 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 null and void pursuant to Section 7(d7(e)) held by each holder of Rights. Prior to effecting any exchange and registering shares of Common Stock 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 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). No failure to give, or any defect in, any notice provided under this Section 24(b) shall affect the validity of any exchange. 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 non-assessable shares of Common Stock or of such other securities, as the case may be. (c) Upon declaring an 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). (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (as defined in Section 11(a)(iii)or Equivalent Preferred Stock) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent 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 dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock 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. (e) In the event that there are not sufficient 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 actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event the Company, after good faith effort, is unable to take all such actions as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable 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 current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (f) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional 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 share of Common Stock. For the purposes of this Section 24(f), the current market value of a whole share of Common Stock shall be the Closing Price of a share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At any time after the occurrence of a Section 11(a)(ii) Event, the The Company may, at its optionoption but subject to receipt of any required regulatory approvals, by action 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 void pursuant to the provisions of Section 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such the exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such an exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiaries, the Company any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by a Subsidiary of the Company or any of its Subsidiaries Person holding Common Shares for or pursuant to the terms of any such employee plan), together with all Affiliates and Associates of such the Person, becomes the Beneficial Owner of 50% or more of the 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 Section 24(a) and without any further action and without any notice, the right to exercise such the Rights will shall terminate and thereafter the only right thereafter of a holder of such the Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such the holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26any exchange; provided provided, however, that the failure to give, or any defect in, such the notice shall not affect the validity of such the exchange. The Company promptly shall mail a notice of any exchange to all holders of Rights at their last addresses as they appear upon the registry books of 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 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 7(d7(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 Preferred (or Equivalent Preferred Stock, as that term is defined in Section 11(a)(iii13(b)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent 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 dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have essentially at least the same dividend, liquidation and voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional Common Stock. In lieu of fractional shares, the Company shall pay to the registered holders of the Right Certificates with regard to which fractional shares would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Value of a whole share of Common Stock.

Exchange. (a) At any time after the occurrence The Board of a Section 11(a)(ii) Event, the Company Directors may, at its option, by action of the Board of Directorsat 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 7(d)11(a)(ii) hereof) for shares of Class A Common Stock Shares at an exchange ratio of one share of Class A Common Stock Share per Right, Right appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries or such Subsidiary, any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such planplan or any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more Common Shares representing a majority of the shares of Common Stock Voting Power then outstanding. (b) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Class A Common Stock Shares 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 exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of the exchange. The Company promptly shall mail a notice of the exchange to the Rights Agent and to all of the holders of such exchangeRights 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 shares of Class A Common Stock 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 7(d)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 defined in Section 11(a)(iii)) for shares of Class A Common Stock Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share (or an appropriate number of common stock equivalent equivalents) for each share of Class A Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Class A Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one Class A Common Share. (d) In the event that there shall not be sufficient Class A Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of incorporation and not outstanding or 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 Class A Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Class A Common Shares or to distribute certificates which evidence fractional Class A Common Shares. In lieu of such fractional Class A Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Class A 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 Class A Common StockShare. For the purposes of this paragraph (e), the current per share market value of a whole Class A Common Share shall be the closing price of a Class A 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) At any time after the occurrence The Board of a Section 11(a)(ii) Event, Directors of the Company may, at its option, by action at any time after the later of the Board Distribution Date and the first occurrence of Directorsa Triggering 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 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a27(a) hereof, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of shares of Common Stock Shares 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 of the Company ordering the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly notify the Rights Agent in writing of such action and shall publicly announce such action, and within 10 calendar days thereafter shall give 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 to be exchanged in the manner set forth in Section 26Agent; provided 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 the shares of Common Stock 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 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 2427, the Company, at its option, may substitute for any Common Share exchangeable for a Right, (i) equivalent common stock equivalents shares (as defined such term is used in Section 11(a)(iii) hereof), (ii) for shares cash, (iii) debt securities of Common Stock exchangeable for Rightsthe Company, at (iv) other assets, or (v) any combination of the initial rate foregoing, in any event having an aggregate value which the Board of Directors of the Company shall have determined in good faith to be equal to the current market value 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 Share (determined pursuant to Section 11(d) hereof) on the terms thereof, so that each common stock equivalent delivered in lieu Trading Day immediately preceding the date of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 27.

Exchange. (a) At The Company shall have the right to exchange the Series I Preferred Stock, in whole or in part, at any time after time, for Series H Preferred Stock. The number of shares of Series H Preferred Stock to be issued in exchange for each share of Series I Preferred Stock shall equal the occurrence then effective Liquidation Preference of a Section 11(a)(ii) Eventshare of Series I Preferred Stock to be exchanged plus accrued and unpaid dividends from and including the most recent Dividend Payment Date through and including the date of exchange, divided by the Company may, at its option, by action then effective Liquidation Preference per share of the Board of DirectorsSeries H Preferred Stock, exchange rounded up or down to the nearest full share after taking into account all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Series I Preferred Stock at an exchange ratio owned by the holder thereof; provided, that if such quotient shall result in one-half of one a share of Common Stock per RightSeries H Preferred Stock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors it shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any 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 shares of Common Stock then outstandingrounded up. (b) Immediately upon the action A notice of the Board Company's intent to exchange any shares of Directors ordering Series I Preferred Stock (the exchange "Exchange Notice") shall be sent by or on behalf of any Rights pursuant the Company, by first class mail, postage prepaid, to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a each applicable holder of record at such Rights holder's address as it shall be appear on the records of the Company, not less than 30 days or more than 120 days prior to receive that the date fixed for exchange, (i) notifying such holder of the election of the Company to exchange such shares and of the date fixed for exchange; (ii) stating the number of shares of Common Series I Preferred Stock equal to the number of such Rights held by such holder multiplied by that the Exchange Ratio. The Company shall promptly thereafter give notice of such intends to exchange; (iii) stating the place or places at which the shares called for exchange to the Rights Agent shall, upon presentation and the holders surrender of the Rights to certificates evidencing such shares, be exchanged in the manner set forth in Section 26; provided that the failure to giveexchanged, 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 shares of Common Stock for Rights will be effected and, in the event of any partial exchange, and the number of Rights which will shares of Series H Preferred Stock to be exchanged. Any partial issued in exchange therefor; and (iv) stating that dividends shall be effected pro rata based cease to accrue on the number date of Rights (other than Rights which have become void pursuant to Section 7(d)) held by each holder of Rightsexchange. (c) In any On or before the date fixed for exchange, each holder of Series I Preferred Stock called for exchange pursuant shall surrender a certificate or certificates representing at least the number of shares of Series I Preferred Stock owned by such holder called for exchange, in the manner and at the place designated in the Exchange Notice. As promptly as practicable after the date fixed for exchange, the Company shall issue and deliver to this Section 24or upon the written order of such holder a certificate or certificates for the number of shares of Series H Preferred Stock to which such holder is entitled. Such shares of Series H Preferred Stock will thereupon be duly authorized, validly issued, fully paid and nonassessable. Series I Preferred Stock (d) The person in whose name the certificate or certificates for Series H Preferred Stock are to be issued shall be deemed to have become a holder of record of such Series H Preferred Stock immediately prior to the close of business on the date fixed for exchange. Upon exchange of only a portion of the number of shares covered by a certificate representing shares of Series I Preferred Stock surrendered for exchange, the Company shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for exchange, at the expense of the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for a new certificate covering the number of shares of Common Series I Preferred Stock exchangeable representing the unexchanged portion of the certificates so surrendered. (e) If an Exchange Notice shall have been given as hereinafter provided, then each holder of Series I Preferred Stock called for Rightsexchange shall, at with respect to such shares, be entitled to all relative rights, preferences and limitations accorded to holders of the initial rate Series I Preferred Stock until and including the date of one common stock equivalent exchange. From and after the date of exchange, Series I Preferred Stock called for each share of Common Stockexchange shall no longer be deemed to be outstanding, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting all rights of common stock equivalents pursuant the holders of such shares shall cease and terminate, except the right of the holders of such shares to the terms thereof, so that each common stock equivalent delivered in lieu receive shares of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Series H Preferred Stock.