Common use of Issuance of New Rights Certificates Clause in Contracts

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 conversion, or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

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

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Exercise Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date Time and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 Time, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the an appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority resolution of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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, arrangement or upon the exercise, conversion or exchange of securities hereinafter hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 conversion, or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Exercise Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date (other than upon exercise of a Right) and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall may be issued if, and to the extent that, the Company shall be has been 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall may be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Company's Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Company's Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock Shares 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under upon exercise of the Rights CertificatesRights. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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 hereinafter hereafter issued by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following after the Distribution Date and prior to before the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock so issued or sold pursuant to the exercise of stock options or warrants or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 conversion, or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, arrangement or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. SECTION 23.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares Common Shares of the Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares Common Shares of the Company Common 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 hereinafter issued by the Company, and (b) may, in any other caseease, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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, arrangement or upon the exercise, conversion or exchange of securities hereinafter hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Section 23.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing representing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to before the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing representing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to before the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any ----------------------------------- of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the earlier of the Redemption Date or the Final Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

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

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following after the Distribution Date and prior to before the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock so issued or sold pursuant to the exercise of stock options or warrants or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be 51 55 issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Exercise Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Capital Stock following the Distribution Date (other than upon exercise of a Right) and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall may be issued if, and to the extent that, the Company shall be has been 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall may be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

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

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or and sale by the Company of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 that are exercisable for, or upon the exercise, conversion or exchange of securities hereinafter issued by the Companyconvertible into Common Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment otherwise shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change in the Purchase Price per share and the number or kind of class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights CertificatesAgreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date (other than upon exercise of a Right) and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of ----------------------------------- the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such -------- 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, howeverHOWEVER, that (i) no such 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 material, adverse tax consequences to the Company or the person Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, ; and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; , provided, however, that (i) no such 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 Rights Certificate would be issued, ; and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights 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 Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company Corporation (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCorporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. 23.

Issuance of New Rights Certificates. Notwithstanding any of ----------------------------------- the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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, arrangement or upon the exercise, conversion or exchange of securities hereinafter hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that -------- (i) no such Rights 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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, arrangement or upon the exercise, conversion or exchange of securities hereinafter hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, if and to the extent that, that appropriate adjustment adjust ment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; providedPROVIDED, however, HOWEVER that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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 hereinafter hereafter issued by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. Section 23.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.and

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company the Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company the Common Stock 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 conversion, or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares of stock or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights CertificatesAgreement. In addition, in connection with the issuance or sale by the Company of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall company shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights evidenced by a Rights Certificate shall be he 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of ----------------------------------- the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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, arrangement or upon the exercise, conversion or exchange of securities hereinafter hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, ,however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

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

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights Certificates to the contrary, the Company Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company Corporation (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued 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 to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, that appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Exercise Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date Time and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 Time, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the an appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (iX) no such 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 Rights Certificate would be issued, and (iiY) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Board of Directors of the Independent Directors Company to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under upon exercise of the Rights CertificatesRights. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Exercise Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date Time and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 Time, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the an appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.. 36

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Final Expiration Date, the Company (aA) 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (bB) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 conversion, or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.thereof.‌

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the CompanyCompany on or prior to the Distribution Date, including shares so issued upon exercise of warrants issued pursuant to the Warrant Agreement dated as of August 28,2001 between the Company and The Bank of New York, as warrant agent, as amended or supplemented from time to time, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common Stock 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 conversion, or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 or securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall need be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Separation Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under upon exercise of the Rights CertificatesRights. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent Board of Directors, issue Rights Certificates representing evidencing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. SECTION 23.

Issuance of New Rights Certificates. Notwithstanding any of the ----------------------------------- provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. 23.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.Rights

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights CertificatesAgreement. In addition, in connection with the issuance or sale of shares of Company Common Stock or Class B Common Stock by the Company following the Distribution Date Separation Time and prior to the Redemption Time or Expiration DateTime pursuant to the terms of securities convertible or redeemable into shares of Common Stock or Class B Common Stock or to options, in each case issued or granted prior to, and outstanding at, the Separation Time, the Company (a) shall with respect issue to the holders of such shares of Company Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangementClass B Common Stock, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock or Class B Common Stock; provided, however, that in each case, (i) no such Rights Certificate shall be issued 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 Rights Certificate Certificates would be issued, and (ii) no such Rights Certificate Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise have been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certificates to any Acquiring Person or Affiliate or Associate of an Acquiring Person or any transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.Certificate

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under the Rights Certificates. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of ----------------------------------- the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors its Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights 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 Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company Corporation (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the CompanyCorporation, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCorporation, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption or expiration of the Rights, 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority the Company's Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or the number or kind or class of shares or other securities or property that may be acquired under upon exercise of the Rights CertificatesRights. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Company's Board of the Independent Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this 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 Expiration Dateredemption, exchange or expiration of the Rights, 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, arrangement or upon the exercise, conversion or exchange of securities hereinafter hereafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights 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 Rights Certificate would be issued, issued and (ii) no such Rights Certificate shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or per share and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall with respect to shares of Company Common 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 hereinafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights 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 Rights Certificate shall be issued Right 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 Rights Right Certificate would be issued, and (ii) no such Rights Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights -55- 59 Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common Stock 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment adjustments shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority its Board of the Independent Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) shall with respect to shares of Company Common 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 hereinafter securities, notes or debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority the Board of Directors of the Independent DirectorsCompany, issue Rights 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 Rights Certificate shall be issued Right 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 Rights Right Certificate would be issued, and (ii) no such Rights Right Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by a majority of the Independent Directors Board to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price or and the number or kind or class of shares or other securities or property that may be acquired purchasable under the Rights CertificatesCertificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Company Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company (a) shall shall, with respect to shares of Company Common 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 hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate appropri ate by a majority of the Independent DirectorsBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such 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 Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.