Common use of Issuance of New Right Certificates Clause in Contracts

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares securities issuable upon exercise of stock or other securities or property purchasable under the Right Certificates Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares by the Company of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shallwill, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise exercise, exchange or conversion of stock options securities (other than Rights) issued prior to the Distribution Date which are exercisable or under any employee plan or arrangementexchangeable for, or upon the exercise, conversion or exchange of securities hereafter issued by the Companyconvertible into Common Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by the Board of Directors of the Company, issue Right Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (i) no such Right Certificate shall will be issued if, and to the extent that, in its good faith judgment the Board of Directors of the Company shall be advised by counsel determines that the issuance of such issuance would create Right Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the person Person to whom or which such Right Certificate otherwise would be issued, issued and (ii) no such Right Certificate shall will be issued if, and to the extent that, appropriate adjustments shall adjustment otherwise have has been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter heretofore or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of its Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares securities issuable upon exercise of stock or other securities or property purchasable under the Right Certificates Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares by the Company of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shallwill, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise exercise, exchange or conversion of stock options securities (other than Rights) issued prior to the Distribution Date which are exercisable or under any employee plan or arrangementexchangeable for, or upon the exercise, conversion or exchange of securities hereafter issued by the Companyconvertible into Common Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by the Board of Directors of the Company, issue Right Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall will be issued if, and to the extent that, in its good faith judgment the Directors of the Company shall be advised by counsel determine that the issuance of such issuance would create Right Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the person Person to whom or which such Right Certificate otherwise would be issued, issued and (ii) no such Right Certificate shall will be issued if, and to the extent that, appropriate adjustments shall adjustment otherwise have has been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares securities issuable upon exercise of stock or other securities or property purchasable under the Right Certificates Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares by the Company of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shallwill, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise exercise, exchange or conversion of stock options securities (other than Rights) issued prior to the Distribution Date which are exercisable or under any employee plan or arrangementexchangeable for, or upon the exercise, conversion or exchange of securities hereafter issued by the Companyconvertible into Common Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by the Board of Directors of the Company, issue Right Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall will be issued if, and to the extent that, in its good faith judgment the Board of Directors of the Company shall be advised by counsel determines that the issuance of such issuance would create Right Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the person Person to whom or which such Right Certificate otherwise would be issued, issued and (ii) no such Right Certificate shall will be issued if, and to the extent that, appropriate adjustments shall adjustment otherwise have has been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement Plan or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter heretofore or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares securities issuable upon exercise of stock or other securities or property purchasable under the Right Certificates Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares by the Company of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shallwill, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise exercise, exchange or conversion of stock options securities (other than Rights) issued prior to the Distribution Date which are exercisable or under any employee plan or arrangementexchangeable for, or upon the exercise, conversion or exchange of securities hereafter issued by the Companyconvertible into Common Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by the Board of Directors of the Company, issue Right Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (i) no such Right Certificate shall will be issued if, and to the extent that, in its good faith judgment the Board of Directors of the Company shall be advised by counsel determines that the issuance of such issuance would create Right Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the person Person to whom or which such Right Certificate otherwise would be issued, issued and (ii) no such Right Certificate shall will be issued if, and to the extent that, appropriate adjustments shall adjustment otherwise have has been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Rights Certificates representing the appropriate number of Rights rights in connection with such issuance or sale; provided, however, that (i) no such Right Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates Rights made in accordance with the provisions of this Agreement. In addition, following the Distribution Date and prior to the Redemption Date or Final Expiration Date, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold Shares pursuant to the exercise of stock options or under any employee plan or arrangement, arrangement or upon the exercise, conversion or exchange of other securities hereafter issued by of the Company, and (b) may, in any other each case, if deemed necessary which options or appropriate by securities are outstanding prior to the Distribution Date, the Board of Directors of the Company, shall issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company shall be advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereofthereof and (iii) at the time of a determination by the Board of Directors to cause the Company to issue a Right Certificate under clause (b) above, there must be Continuing Directors then in office and any such determination shall require the approval of at least a majority of such Continuing Directors.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares securities issuable upon exercise of stock or other securities or property purchasable under the Right Certificates Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares by the Company of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise or conversion of stock options or under any employee plan or arrangementsecurities issued prior to the Distribution Date which are exercisable for, or upon the exerciseconvertible into, conversion or exchange of securities hereafter issued by the CompanyCommon Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by the Board of Directors of the Company, issue Right Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, in its good faith judgment the Board of Directors of the Company shall be advised by counsel have determined that the issuance of such issuance would create Right Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the person Person to whom or which such Right Certificate otherwise would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment otherwise shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement Plan or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by a majority of the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the exchange, redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold (i) pursuant to the exercise of stock options or under any employee plan or arrangement, or (ii) upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the resolution of its Board of Directors of the Company Directors, to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of its Common Stock of the Company following the Distribution Date (other than upon exercise of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, if and to the extent that, that the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, if and to the extent that, that appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Expiration Date, the Company (ai) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, Company prior to the Distribution Date and (bii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption redemption, exchange, termination or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereofthereof and (iii) at the time of a determination by the Board of Directors to cause the Company to issue a Right Certificate under clause (b) above, there must be Continuing Directors then in office and any such determination shall require the approval of at least a majority of such Continuing Directors.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Close of Business on the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price purchase price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued issued, if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (ai) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany prior to the Distribution Date, and (bii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of ---------------------------------- the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, -------- ------- that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, howeverhowever , that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded prior to or on the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of ---------------------------------- the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company Corporation may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the resolution of its Board of Directors of the Company Directors, to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of its Common Stock of the Company following the Distribution Date (other than upon exercise of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company Corporation (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCorporation prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyCorporation, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, if and to the extent that, that the Company Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company Corporation or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, if and to the extent that, that appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Ordinary Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company Ordinary Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement of the Company or a Subsidiary or Affiliate thereof, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of other securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earliest of the RightsRedemption Date, the Exchange Date and the Final Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of employee or director stock options or under any employee or director plan or arrangementarrangement outstanding, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter issued by the CompanyCompany prior to such date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate Certificates would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, however that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors Directors, upon the affirmative vote of a majority of the Company Continuing Directors, to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement, arrangement or upon the exercise, conversion or exchange of securities hereafter of the Company currently outstanding or issued at any time in the future by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, upon the affirmative vote of a majority of the Continuing Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company shall be advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company Company, may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or of class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In in addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent extend that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the resolution of its Board of Directors of the Company Directors, to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of its Common Stock of the Company following the Distribution Date (other than upon exercise of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, if and to the extent that, that the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, if and to the extent that, that appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement outstanding, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall be issued ifissued, if and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee equity-based compensation plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date or the Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company Corporation may, at its option, subject to Section 4 hereof, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company Corporation (a) shall, shall with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyCorporation, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Corporation shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company Corporation or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change Change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany (other than the Rights), and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, provided that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and in the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued issued, if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and and/or the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earliest of the RightsRedemption Date, the Exchange Date and the Final Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of employee stock options or under any employee plan or arrangementarrangement outstanding, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter issued by the CompanyCompany prior to such date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate Certificates would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the -39- 42 redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date (other than upon exercise or exchange of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company Company, subject to Section 11(a)(iii) hereof, (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such the Company shall not be obligated to issue any Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company Corporation may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company Corporation to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earliest of the RightsRedemption Date, the Company Final Expiration Date and the consummation of a transaction contemplated by Section 13(d) hereof, the Corporation (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyCorporation, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Corporation shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company Corporation or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company or Series A Preferred Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company or Series A Preferred Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the CompanyCompany prior to the Distribution Date, and upon the vesting or payment of securities awarded by the Company under any employer plan or arrangement prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person or Persons to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock or Series A Preferred Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock or Series A Preferred Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Right Certificates to the contrary, the Company may, at its option, issue new Right Certificates evidencing representing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Close of Business on the Final Expiration Date, the Company (a) shallmay, with respect to shares of Common Stock of the Company Shares so issued or sold (i) pursuant to the exercise of stock options or options; (ii) under any employee plan or arrangement, or ; (iii) upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and or (biv) may, in any other case, if deemed necessary or appropriate by the Board of Directors pursuant to a contractual obligation of the Company, in each case existing prior to the Distribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such the issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such the Right Certificate would be issuedissued or would create a significant risk of or result in such options’ or employee plans’ or arrangements’ failing to qualify for otherwise available special tax treatment, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereofthereof and (iii) no Right Certificate shall be issued to an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter heretofore or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement Plan or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form forms as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates, if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date (other than upon exercise or exchange of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company Company, subject to Section 11(a)(iii) hereof, (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany to the extent that the terms of such securities do not otherwise adequately adjust for the issuance of the Rights, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such the Company shall not be obligated to issue any Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or pursuant to awards under any employee plan or arrangement, which stock options or awards are outstanding as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter issued by the CompanyCompany after the date of this Agreement and prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, (x) the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued and (iiy) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contraryRights, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock share capital or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Ordinary Shares of the Company following the Distribution Date and prior to the redemption termination or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock Ordinary Shares of the Company so issued or sold pursuant to the exercise of stock share options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, in each case existing prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, with respect to Ordinary Shares of the Company so issued or sold pursuant to a contractual obligation of the Company in each case existing prior to the Distribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be is advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall have otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company mayCompany, at its option, may issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under issuable upon exercise of the Right Certificates Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale by the Company of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement granted or awarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter issued by the CompanyCompany on or prior to the Distribution Date which are exercisable or exchangeable for, or convertible into, shares of Common Stock, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (ai) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and (bii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, subject to Section 11(a)(ii) hereof, in connection with the issuance or sale of shares of Common Stock of the Company on or following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter options, warrants, securities, notes or debentures issued by the Company, and Company prior to the Distribution Date (b) may, in any other case, if deemed necessary than shares issues upon exercise or appropriate by the Board of Directors exchange of the CompanyRights), issue Right Certificates representing the appropriate number of Rights in connection with such issuance or saleissuance; provided, however, that that, (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment (giving effect to the provisions of Sections 11(a)(ii) and 13 hereto) shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the ---------------------------------- provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contraryRights, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. Rights Agreement In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion conversion, or exchange of securities hereafter securities, notes, or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company Corporation may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company Corporation (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyCorporation, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no the Corporation shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company Corporation or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date (other than upon exercise of a Right) and prior to the redemption or expiration earlier of the RightsRedemption Date, Early Expiration Date or Final Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Right Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Rights Certificate shall may be issued if, and to the extent that, the Company shall be advised by counsel Company, in its sole discretion, determines that such issuance would jeopardize or endanger the value or availability to the Company of the NOLs or otherwise create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall may be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable pur- chasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter herein- after issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate appro- priate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant sig- nificant risk of material adverse tax consequences to the Company Com- pany or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax 30. consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any ---------------------------------- of the provisions of this Agreement or of the Rights to the contrary, the Company Corporation may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company Corporation (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyCorporation, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the -------- ------- Corporation shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company Corporation shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company Corporation or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of ---------------------------------- the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsFinal Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement, arrangement or upon the exercise, conversion or exchange of securities hereafter of the Company currently outstanding or issued at any time in the future by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, -------- however, that (i) no such Right Certificate shall be issued and this sentence ------- shall be null and void ab initio if, and to the extent that, the Company shall be advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock of the Company following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Company Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Capital Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of its Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares by the Company of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise exercise, exchange or conversion of stock options securities (other than Rights) issued prior to the Distribution Date which are exercisable for or under any employee plan or arrangementexchangeable for, or upon the exerciseconvertible into, conversion or exchange of securities hereafter issued by the CompanyCommon Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by the Board of Directors of the Company, issue Right Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, in its good faith judgment the Directors of the Company shall be advised by counsel have determined that the issuance of such issuance would create Right Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the person Person to whom or which such Right Certificate otherwise would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment otherwise shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable pur- chasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of the Common Stock of the Company following follow- ing the Distribution Date and prior to the redemption or expiration expi- ration of the Rights, the Company (a) shall, with respect to shares of the Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors Direc- tors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant sig- nificant risk of material adverse tax consequences to the Company Com- pany or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Right Certificates to the contrary, the Company may, at its option, issue new Right Certificates evidencing representing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Class A Common Stock of the Company following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Close of Business on the Final Expiration Date, the Company (a) shallmay, with respect to shares of Class A Common Stock of the Company so issued or sold (i) pursuant to the exercise of stock options or options; (ii) under any employee plan or arrangement, or ; (iii) upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and or (biv) may, in any other case, if deemed necessary or appropriate by the Board of Directors pursuant to a contractual obligation of the Company, in each case existing prior to the Distribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such the issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such the Right Certificate would be issuedissued or would create a significant risk of or result in such options’ or employee plans’ or arrangements’ failing to qualify for otherwise available special tax treatment, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereofthereof and (iii) no Right Certificate shall be issued to an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to before the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence before the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence before the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors Directors, upon approval by a majority of the Company Continuing Directors, to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement, arrangement or upon the exercise, conversion or exchange of securities hereafter of the Company currently outstanding or issued at any time in the future by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, upon approval by a majority of the Continuing Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued and this sentence shall be null and void AB INITIO if, and to the extent that, the Company shall be advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing representing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by each case existing prior to the Board of Directors of the CompanyDistribution Date, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by a majority of the Board of Directors of the Company then in office to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption redemption, exchange or expiration of the Rights, the Company (a) shall, shall with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee benefit plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate Certificates would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding Section 22. Issuance of New Right CertificatesNotwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company Corporation may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earliest of the RightsRedemption Date, the Company Final Expiration Date and the consummation of a transaction contemplated by Section 13(d) hereof, the Corporation (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyCorporation, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof. Section 23.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company Bank may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption earliest of the redemption, exchange or expiration of the Rights, the Company Bank (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of employee stock options or under or to any employee plan plan, profit sharing trust or arrangementother arrangement outstanding, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter issued by the CompanyBank prior to such date, and (b) may, in any other case, if deemed necessary or appropriate by the Board a majority of Directors of the CompanyContinuing Directors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company Bank shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company Bank or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares of the Company following the Distribution Date and prior to the redemption or expiration close of business on the earlier of the RightsRedemption Date or the Final Expiration Date, the Company (a) shall, with respect to shares of Common Stock Shares of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementPlan, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter (other than upon the conversion of Series A Preferred Stock or Series B Preferred Stock), notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementarrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no the Company shall not be obligated to issue any such Right Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, that the appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date (other than upon exercise or exchange of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company Company, subject to Section 11(a)(iii) hereof, (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the CompanyCompany to the extent that the terms of such securities do not otherwise adequately adjust for the issuance of Rights, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Right Certificates representing the appropriate number of Rights in connection with the such issuance or sale; provided, however, that (i) no such the Company shall not be obligated to issue any Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or to the person Person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price per share and in the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Rights Certificate would be issued, and (ii) no such Right Rights Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock or Class B Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock or Class B Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the resolution of its Board of Directors (which resolution shall, if adopted after the Stock Acquisition Date, be effective only with the concurrence of a majority of the Company Continuing Directors) to reflect any adjustment or change in the Exercise Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Right Certificate Certificates shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate Certificates shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Right Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Right Certificates evidencing Rights in such form as may be approved by the its Board of Directors of the Company to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Right Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock of the Company Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date or the Expiration Date, the Company (a) shall, with respect to shares of Common Stock of the Company Shares so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such Right Certificate shall be issued if, and to the extent that, that the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the person Person to whom such Right Certificate would be issued, and (ii) no such Right Certificate shall be issued if, and to the extent that, appropriate adjustments adjustment shall otherwise have been made in lieu of the issuance thereof.