Common use of Flip-over Clause in Contracts

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company Corporation shall not enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a2.3(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company Corporation pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not --------- enter into any agreement with any Acquiring Person, any Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person with respect to, or consummate or permit to occur occur, any Flip-Over over Transaction or Event Event, unless and until it shall have entered into a supplemental agreement with the Person engaging in such Flip-Over over Transaction or Event (the "Flip-over Entity"), for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate or permit to occur any Flip-Over over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute entitle the right holder thereof to purchase receive from the Flip-Over Entity, over Entity upon exercise thereof in accordance with the terms hereof, in return for the Exercise Price, cash in an amount, or debt or other securities determined by the Board of Directors of the Flip-over Entity in good faith to have a value, equal to (x) the Closing Price of a share of Flip-over Stock on the date of exercise times (y) that number of shares of Flip-Over over Stock of the Flip-Over Entity having an aggregate Market Price Value on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount Price; provided, however, that the Flip- over Entity shall in cash equal its sole discretion have the option to the Exercise Price (such right to be appropriately adjusted deliver, in order to protect the interests respect of the holders exercise of Rights generally any Right (other than holders of Rights that have become void pursuant but subject to Section 3.1(b5.5)) , in the event that after such date of consummation or occurrence an event of a type analogous to any lieu of the events cash or debt or other securities referred to above, the number of shares of Flip-over Stock described in Section 2.4(aclause (y) or (b) shall have occurred with respect to the Flip-Over Stock) above; and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not --------- enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Flip- Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate or permit to occur any Flip-Over over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over over Entity, for the benefit of the holders of the Rights (other than holders the terms of which shall be reflected in an amendment to this Agreement entered into with the Rights that have become void pursuant to Section 3.1(b)Agent), providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event Event, (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount a purchase price, payable as set forth in cash Section 2.3(c), equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) ), or any analogous event, shall have occurred with respect to the Flip-Over over Stock) ), and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders the terms of which shall be reflected in an amendment to this Agreement entered into with the Rights that have become void pursuant to Section 3.1(b)Agent), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) ), or any analogous event, shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with an Acquiring Person with respect to, consummate or permit to occur any Flip-Over over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Person engaging in such Flip-Over over Transaction or Event (the "Flip-over Entity"), for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) and ), (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement, and (iii) the Flip-over Entity shall take such steps (including, but not limited to, the authorization and reservation of a sufficient number of shares of Flip-over Stock to permit exercise of all outstanding Rights in accordance with this Section 3.2) in connection with such consummation or occurrence as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to shares of Flip-over Stock thereafter deliverable upon exercise of the Rights. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events. Any Rights that are or were Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or by any transferee, direct or indirect, of any of the foregoing that have not become null and void pursuant to the provisions of Section 3.1(b) prior to the consummation or occurrence of a Flip-over Transaction or Event shall become null and void, without further action, as of that moment in time immediately preceding such consummation or occurrence.

Flip-over. (a) Prior to the Expiration Time, Time the Company shall not enter into any agreement with any Acquiring Person, any Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person with respect to, or consummate or permit to occur occur, any Flip-Over over Transaction or Event Event, unless and until it shall have entered into a supplemental agreement with the Person engaging in such Flip-Over over Transaction or Event (the "Flip-over Entity"), for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not --------- enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not --------- enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, Time the Company shall not enter into any agreement with any Acquiring Person, any Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person with respect to, or consummate or permit to occur occur, any Flip-Over over Transaction or Event Event, unless and until it shall have entered into a supplemental agreement with the Person engaging in such Flip- over Transaction or Event (the "Flip-Over over Entity"), for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not --------- enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with an Acquiring Person (or any of its Affiliates or Associates) with respect to, consummate or permit to occur any Flip-Over over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Person engaging in such Flip-Over over Transaction or Event (the "Flip-over Entity"), for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not --------- enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Flip- Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with any Acquiring Person or any Affiliate or Associate of an Acquiring Person with respect to, or consummate or permit to occur occur, any Flip-Over over Transaction or Event Event, unless and until it shall have entered into a supplemental agreement with the Person engaging in such Flip-Over over Transaction or Event (the "Flip-over Entity"), for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) ), and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, Time the Company shall not enter --------- into any agreement with any Acquiring Person, any Adverse Person or any Affiliate or Associate of an Acquiring Person or Adverse Person with respect to, or consummate or permit to occur occur, any Flip-Over over Transaction or Event Event, unless and until it shall have entered into a supplemental agreement with the Person engaging in such Flip-Over over Transaction or Event (the "Flip-over Entity"), for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right Right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with respect to, consummate or permit to occur any Flip-Over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b)), providing that, upon consummation or occurrence of the Flip-Over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over Stock of the Flip-Over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over Stock) and (ii) the Flip-Flip- Over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over Transactions or Events.

Flip-over. (a) Prior to the Expiration Time, the Company shall not enter into any agreement with Table of Contents respect to, consummate or permit to occur any Flip-Over over Transaction or Event unless and until it shall have entered into a supplemental agreement with the Flip-Over over Entity, for the benefit of the holders of the Rights (other than holders of Rights that have become void pursuant to Section 3.1(b))Rights, providing that, upon consummation or occurrence of the Flip-Over over Transaction or Event (i) each Right (other than holders of Rights that have become void pursuant to Section 3.1(b)) shall thereafter constitute the right to purchase from the Flip-Over over Entity, upon exercise thereof in accordance with the terms hereof, that number of shares of Flip-Over over Stock of the Flip-Over over Entity having an aggregate Market Price on the date of consummation or occurrence of such Flip-Over over Transaction or Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally (other than holders of Rights that have become void pursuant to Section 3.1(b)) in the event that after such date of consummation or occurrence an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Flip-Over over Stock) and (ii) the Flip-Over over Entity shall thereafter be liable for, and shall assume, by virtue of such Flip-Over over Transaction or Event and such supplemental agreement, all the obligations and duties of the Company pursuant to this Agreement. The provisions of this Section 3.2 shall apply to successive Flip-Over over Transactions or Events.. Table of Contents (b) Prior to the Expiration Time, unless the Rights will be redeemed pursuant to Section 5.1 hereof in connection therewith, the Company shall not enter into any agreement with respect to, consummate or permit to occur any Flip-over Transaction or Event if at the time thereof there are any rights, warrants or securities outstanding or any other arrangements, agreements or instruments that would eliminate or otherwise diminish in any material respect the benefits intended to be afforded by this Rights Agreement to the holders of Rights upon consummation of such transaction. Table of Contents