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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in Table of Contents accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees (so long as such options, plan or directorsarrangement were granted or established, as the case may be, prior to the Distribution Date), or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany after the date hereof and prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, 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 adverse tax consequences to the Company or the Person Persons 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 Not-withstanding 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior -43- 47 to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsin existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights 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 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 a significant risk of material adverse tax consequences conse quences to the Company or the 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 that appro- priate 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock of the Company or of Convertible Preferred Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock of the Company so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Companyarrangement, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, 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 ifwith respect to shares of Common Stock of the Company issued upon conversion of Convertible Preferred Stock following the Distribution Date, (ii) no such Rights Certificate shall be issued if and to the extent that, that the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, issued and (iiiii) 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption redemption, exchange or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered (x) pursuant to the exercise of stock options, stock appreciation rights, grants options or pursuant to awards outstanding on the Distribution Date under any employee benefit plan or arrangement for employees arrangement, which stock options or directorsawards are outstanding as of the Distribution Date, or (y) upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany after the date of this Agreement (except as may otherwise be provided in the instrument(s) governing such securities), and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Common. Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, Rights the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of or 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 for the Company that such issuance more likely than not would (a) cause any incentive stock option plan of the Company to not or to no longer meet or satisfy the requirements of Section 422 of the Code or (b) otherwise create a significant risk of material adverse tax consequences to the Company or Company, to the Person to whom such Rights Certificate Certificates would be issued, or to other employees or former employees of the Company, 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, that in each case, (ia) 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 to whom such Rights Certificate Certificates would be issued, and (iib) 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 (c) 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 Certi- ficates 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 its a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, 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 and or the number or kind or class of shares or other securities or property purchasable that may be acquired under the Rights Certificates made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance, issuance or sale or delivery of shares of Company Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Company Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, a majority of the CompanyIndependent Directors), 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 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 Notwith- standing 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 fore- going.

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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 a significant risk of material adverse tax consequences to the Company or the 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, 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 its the Board of Directors to reflect any adjustment or change in the Expiration Date, the Purchase Price and and/or 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 addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (ai) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock optionsoptions or under any employee plan or arrangement, stock appreciation rights, grants granted or awards outstanding on awarded as of the Distribution Date under any benefit plan or arrangement for employees or directorsDate, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany hereinafter but prior to the Distribution Date, and (bii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Class A Common Shares Stock and/or Class B Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Class A Common Shares Stock and/or Class B Common Stock so issued, issued or sold or delivered pursuant to the exercise of stock optionsoptions or under any employee plan or arrangement, stock appreciation rights, grants granted or awards outstanding on awarded as of the Distribution Date under any benefit plan or arrangement for employees or directorsDate, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, 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 and or the number or kind or class of shares or other securities or property purchasable that may be acquired under the Rights Certificates made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance, issuance or sale or delivery of shares of Company Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Company Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, a majority of the CompanyIndependent Directors), 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, that in each case, (i) no such Rights Certificate Certificates 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock optionsoptions or under any employee plan or arrangement, stock appreciation rights, grants granted or awards outstanding on awarded as of the Distribution Date under any benefit plan or arrangement for employees or directorsDate, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its the Board of Directors to reflect any adjustment or change in the Expiration Date, the Purchase Price 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 addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (ai) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock optionsoptions or under any employee plan or arrangement, stock appreciation rights, grants granted or awards outstanding on awarded as of the Distribution Date under any benefit plan or arrangement for employees or directorsDate, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany hereinafter but prior to the Distribution Date, and (bii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, rights grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its either (x) 75% of the Company's Board of Directors or (y) a majority of the Company's Board of Directors and a majority of the Continuing Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price and or the number or kind or class of shares or other securities or property purchasable under that may be acquired upon exercise of the Rights Certificates made in accordance with the provisions of this AgreementRights. In addition, in connection with the issuance, issuance or sale or delivery of shares of Company Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Company Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by either (1) 75% of the Company's Board of Directors or (2) a majority of the Company's Board of Directors and a majority of the Continuing Directors, issue Rights Certificates representing evidencing 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 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 Plan 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, warrants or other rights (other than any securities issued or issuable in connection with the exercise or exchange of Rights) in each case issued or granted prior to, and outstanding at, the Separation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 Board of Directors determines, in its sole discretion, after receiving the advice of legal counsel, that such issuance would create a significant risk of material adverse tax consequences to the Company or to the 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in -35- 39 accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its the Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price and or the number or kind or class of shares or other securities or property purchasable that may be acquired under the Rights Certificates made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance, issuance or sale of shares by the Company of Company Common Stock or delivery of Common Shares Company Series A Preferred Stock following the Distribution Date (other than upon exercise of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Company Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees granted or directorsawarded as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany and in existence as of the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Rights Certificates representing the appropriate number of the applicable Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (i) no the Company shall not be obligated to issue any 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 Back to Contents 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares by the Company following the Distribution Date Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into Common Shares (other than any securities issued or issuable in connection with the exercise or exchange of Rights) or to options, in each case issued or granted prior to, and outstanding at, the RightsDistribution Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch Common Shares, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such Common Shares; PROVIDEDprovided, HOWEVERhowever, that in each case, (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 to the 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 thereofthereof 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 a form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior before the Redemption Time or Expiration Time pursuant to the redemption terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted before, outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided however, HOWEVERin each case, that (i) no such Rights Certificate shall be issued is 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 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 has 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees (so long as such options, plan or directorsarrangement were granted or established, as the case may be, prior to the Distribution Date), or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany after the date hereof and prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, 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 adverse tax consequences to the Company or the Person Persons to whom such Rights 57 CORP 62338.7 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 Certificates evidencing Rights in such form forms as may be approved by its the Company Board of Directors to reflect reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price and the number or kind or class of shares or other securities or property purchasable that may be acquired under the Rights Certificates made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date (other than upon exercise of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, shall with respect to Common Shares so issued, issued or sold or delivered (a) pursuant to the exercise of stock share options, stock appreciation rights, grants or awards outstanding on the Distribution Date (b) under any benefit employee benefit plan or arrangement for employees or directorsarrangement, or (c) upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the Company, and or (bd) may, in any other case, if deemed necessary or appropriate by the Board of Directors pursuant to a contractual obligation of the Company, in the case of any of the foregoing clauses (a) through (d) as existing prior to the Distribution Date, issue Rights Certificates representing Certificates evidencing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (ix) no such Rights Certificate Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate Certificate would be issued, and (iiy) no such Rights Certificate Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereofthereof and (z) no such Rights Certificate shall be issued to an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into Shares or to options, warrants or other rights (other than any securities issued or issuable in connection with the exercise or exchange of Rights), in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch Shares, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such Shares; PROVIDEDprovided, HOWEVERhowever, 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 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 thereofthereof 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsin existence prior to the Distribution Date, or upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the CompanyCompany and in existence prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (i) no the Company shall not be obligated to issue any such Rights Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of or result in 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the earlier of (x) the occurrence of any Triggering Event, and (y) the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees outstanding, granted or directorsawarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyCompany or a Committee thereof, 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 adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate Certificates 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery by the Company of Common Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise exercise, exchange or conversion of stock options, stock appreciation rights, grants or awards outstanding on securities (other than Rights) issued prior to the Distribution Date under any benefit plan which are exercisable or arrangement for employees or directorsexchangeable for, or upon the exerciseconvertible into, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCommon Shares, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; PROVIDEDprovided, HOWEVERhowever, that (i) no such Rights Certificate shall be issued if, and to the extent that, in its good faith judgment the Company shall be advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock optionsoptions or under any employee plan or arrangement, stock appreciation rights, grants granted or awards outstanding on awarded as of the Distribution Date under any benefit plan or arrangement for employees or directorsDate, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany but prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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, subject to Section 4 hereof, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption date or the Final Expiration Date, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees arrangement, granted or directors, awarded or upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or debentures hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyDirectors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (i) no the Company shall not be obligated to issue any such Rights Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Redemption Time or expiration Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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. 5.4

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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of Table of Contents shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Redemption Time or expiration Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date and prior to the redemption Redemption Time or expiration Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsDistribution Date, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 its Board of Directors upon approval by a majority of the Continuing Directors, to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any employee benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities of the Company currently outstanding on or issued at any time in the Record Date or hereinafter issued future by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, upon approval by a majority of the Continuing Directors, issue 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 and this sentence shall be null and void AB INITIO if, and to the extent that, the Company shall be advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Close of Business on the Final Expiration Date, the Company (a) shallmay, with respect to shares of Common Shares Stock so issued, issued or sold or delivered (i) pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date (ii) under any benefit employee plan or arrangement for employees or directorsarrangement, or (iii) upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the Company, and or (biv) may, in any other case, if deemed necessary or appropriate by the Board of Directors pursuant to a contractual obligation of the Company, in each of clauses ‎(i), ‎(ii), ‎(iii) and ‎(iv), existing prior to the Distribution Date, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 of the Rights to the contrary, but subject to Section 7(e), the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved specified by its Board at least a majority of the Outside Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to before the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on as of the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany before the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors at least a majority of the CompanyOutside Directors, 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 could 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 its Board of Directors Directors, upon approval by a majority of the Continuing Directors, to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any employee benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities of the Company currently outstanding on or issued at any time in the Record Date or hereinafter issued future by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, upon approval by a majority of the Continuing Directors, issue 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 -------- ------- and this sentence shall be null and void ab initio if, and to the extent that, the Company shall be advised by counsel that -- ------ such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Separation Date and prior to the redemption Expiration Date pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Date, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsupon the exercise, conversion or exchange of the convertible subordinated debentures of the Company outstanding at the date hereof or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 and this sentence shall be null and void abinitio if, and to the extent that, the Company shall be advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 adjustment. shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Rights Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates (or labels for existing Rights Certificates) evidencing Rights in such form as may be approved by its Rights Committee or Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Final Expiration Date, the Company (a) shall, shall with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (i) no the Company shall not be obligated to issue any such Rights Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person 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.. June 10, 1997

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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions provi sions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, in each case, that (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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsupon the exercise, conversion or exchange of the American Home Products Unsecured Convertible Promissory Notes or the Glycomed convertible subordinated debentures outstanding at the date hereof or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, Company and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 and this sentence shall be null and void ab initio if, and to the extent that, the Company shall be advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, issued or would create a significant risk of or result in such options' or employee plans' or arrangements' failing to qualify for otherwise available special tax treatment and (ii) no such 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 Rights Agreement or of the Rights Certificate to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to before the redemption or expiration of the RightsExpiration Date, the Company (ai) shall, with respect to Common Shares so issued, issued and sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangements, or upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the Company, including, without limitation, the Company's 6-3/4% Convertible Subordinated Debentures due 2011, and (bii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (ia) no the Company shall not be obligated to issue any such Rights Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (iib) 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration earlier of the RightsRedemption Date and the Close of Business on the Final Expiration Date, the Company (a) shallmay, with respect to shares of Common Shares Stock so issued, issued or sold or delivered (i) pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date (ii) under any benefit employee plan or arrangement for employees or directorsarrangement, or (iii) upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the Company, and or (biv) may, in any other case, if deemed necessary or appropriate by the Board of Directors pursuant to a contractual obligation of the Company, in each of clauses (i), (ii), (iii) and (iv), existing prior to the Distribution Date, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Right Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate Certificates would be issued, and (ii) no such Rights Certificate Certificates shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have been made in lieu of the issuance thereof, and (iii) no such Rights Certificate shall be issued to an Acquiring Person or an Affiliate or Associate of any Acquiring Person.

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 its the Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of shares of Series A Preferred Stock or any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Rights Certificates representing the 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 a significant risk of material adverse tax consequences to the Company or the 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 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, but subject to Section 7(e), the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved specified by its Board at least a majority of the Continuing Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on as of the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors at least a majority of the CompanyContinuing Directors, 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 could 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the expiration or redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees granted or directorsawarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 and/or none of the Rights that would be evidenced by the Rights Certificates will be granted if, and to the extent that, the Company shall be advised by counsel that such issuance or such grant 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 its a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, 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 and or the number or kind or class of shares or other securities or property purchasable that may be acquired under the Rights Certificates made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance, issuance or sale or delivery of shares of Company Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Company Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by a majority of the Board of Directors (including, following a Section 11(a)(ii) Event, a majority of the CompanyIndependent Directors), 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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

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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration earliest of the RightsRedemption Date, the Final Expiration Date and the consummation of a transaction contemplated by Section 13(d) hereof, the Company (a) shall, shall with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (i) no the Company shall not be obligated to issue any such Rights Certificate shall be issued Certificates if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, -------- ------- 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 a significant risk of material adverse tax consequences to the Company or the 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption redemption-or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, rights grants or awards outstanding on the Distribution Date under any benefit plan or arrangement Arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, rights grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to such shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees granted or directorsawarded prior to or as of the Distribution Date, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 Certificates 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under upon the exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock of the Company following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Shares Stock of the Company so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any employee benefit plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, Company prior to the Distribution Date and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights that would have been issued in connection with respect of such issuance shares of Common Stock of the Company had they been issued or salesold prior the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold prior to the Distribution Date; PROVIDEDprovided, HOWEVERhowever, that (i) no such Rights Certificate Certificates shall be issued if, and to the extent that, in good faith judgment of the Board of Directors of 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 Persons to whom such Rights Certificate Certificates otherwise would be issued, and (ii) no such Rights Certificate Certificates shall be issued ifissued, 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVER-------- 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 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 Corporation may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Corporation following the Distribution Date Separation Time and prior to the redemption Redemption Time or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered Expiration Time pursuant to the exercise terms of stock securities convertible or exchangeable into shares of Common Stock or to options, stock appreciation rights, grants in each case issued or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Companygranted prior to, and (b) mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the Board Corporation shall issue to the holders of Directors such shares of the CompanyCommon Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, that in each case, (i) no such Rights Certificate shall be issued 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 to the 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 Corporation 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, that 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 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 its the Board of Directors to reflect any adjustment or change in the Expiration Date, the Purchase Price and and/or 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 addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (ai) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock optionsoptions or under any employee plan or arrangement, stock appreciation rights, grants granted or awards outstanding on awarded as of the Distribution Date under any benefit plan or arrangement for employees or directorsDate, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany hereinafter but prior to the Distribution Date, and (bii) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 a significant risk of material adverse tax consequences to the Company or the 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, 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 a significant risk of material adverse tax consequences to the Company or the 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares by the Company following the Distribution Date and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration of redeemable into Common Shares or to options, in each case issued or granted prior to, and outstanding at, the RightsDistribution Date, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch Common Shares, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such Common Shares; PROVIDEDprovided, HOWEVERhowever, 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 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 Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, transfer from the Company's treasury or sale or delivery of shares of Common Shares Stock of the Company following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock of the Company so issued, transferred or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on hereafter issued or transferred from the Record Date or hereinafter issued Company's treasury by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance issuance, transfer or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under issuable upon exercise of the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery by the Company of Common Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shallwill, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise exercise, exchange or conversion of stock options, stock appreciation rights, grants or awards outstanding on securities (other than Rights) issued prior to the Distribution Date under any benefit plan which are exercisable or arrangement for employees or directorsexchangeable for, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Companyconvertible into Common Shares, and (b) may, in any other case, if deemed necessary necessary, appropriate or appropriate desirable by the Board of Continuing Directors of the Company, issue Rights Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with respect of such issuance Common Shares if they had been issued or salesold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; PROVIDEDprovided, HOWEVERhowever, that (i) no such Rights Certificate shall be issued if, and to the extent that, in its good faith judgment the Company shall be advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise would be issued, issued and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have has 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares by the Company following the Distribution Date and prior to the redemption Final Expiration Date pursuant to the terms of securities convertible or expiration of redeemable into Common Shares or to options, in each case issued or granted prior to, and outstanding at, the RightsDistribution Date, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch Common Shares, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such Common Shares; PROVIDEDprovided, HOWEVERhowever, 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 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 Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its the Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price and or the number or kind or class of shares or other securities or property purchasable that may be acquired under the Rights Certificates made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date (other than upon exercise of a Right) and prior to the earlier of redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees or directorsarrangement, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, that (i) no such Rights Certificate shall may be issued if, and to the extent that, the Company shall be advised by counsel Company, in its sole and absolute discretion, determines that such issuance would jeopardize or endanger the value or availability to the Company of the Tax Benefits or otherwise 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 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 forms as may be approved by its the Board of Directors to reflect any adjustment or change made in accordance with the provisions of this Agreement in the Purchase Price and the number or kind or class of shares or other securities or property purchasable that may be acquired under the Rights Certificates made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date (other than upon exercise of a Right) and prior to the redemption or expiration of the RightsExpiration Date, the Company shall with respect to shares of Common Stock so issued or sold (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date (b) under any employee benefit plan or arrangement for employees or directorsarrangement, or (c) upon the exercise, conversion or exchange of securities outstanding on the Record Date securities, notes or hereinafter debentures issued by the Company, and or (bd) may, in any other case, if deemed necessary or appropriate by the Board of Directors pursuant to a contractual obligation of the Company, in the case of any of the foregoing clauses (a) through (d) as existing prior to the Distribution Date, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 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 thereofthereof and (z) no such Rights Certificate shall be issued to an Acquiring Person or an Affiliate or Associate of an Acquiring Person.

Issuance of New Rights Certificates. Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, but subject to Section 7(e), the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved specified by its Board at least a majority of the Outside Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to Common Shares so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on as of the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors at least a majority of the CompanyOutside Directors, 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 could 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 its the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale by the Company of shares of Class A Common Stock or delivery of Class B Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Class A Common Shares Stock or Class B Common Stock so issued, issued or sold or delivered pursuant to the exercise exercise, exchange or conversion of stock options, stock appreciation rights, grants or awards outstanding on securities (other than Rights) issued prior to the Distribution Date under any benefit plan which are exercisable or arrangement for employees or directorsexchangeable for, or upon the exerciseconvertible into, conversion shares of Class A Common Stock or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, Class B Common Stock and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the CompanyBoard, issue Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance shares of Class A Common Stock or saleClass B Common Stock if they had been issued or sold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; PROVIDEDprovided, HOWEVERhowever, that (i) no such Rights Certificate shall be issued if, and to the extent that, in its judgment the Company shall be advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, sale or delivery of Common Shares following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue 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 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the RightsExpiration Date, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date under any benefit employee plan or arrangement for employees granted or directorsawarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDED, HOWEVERhowever, that (i) no such Rights Certificate shall be issued and/or none of the Rights that would be evidenced by the Rights Certificates will be granted if, and to the extent that, the Company shall be advised by counsel that such issuance or such grant 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing Right Certifi catex xxxresenting the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 a significant risk of material adverse tax consequences to the Company or the 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, 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 its Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Shares Stock so issued, issued or sold or delivered pursuant to the exercise of stock options, stock appreciation rights, grants options or awards outstanding on the Distribution Date otherwise under any benefit employee plan or arrangement, which plan or arrangement for employees or directorsis existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities outstanding on the Record Date or hereinafter issued by the CompanyCompany on or prior to the Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; PROVIDEDprovided, HOWEVERhowever, 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 a significant risk of material adverse tax consequences to the Company or the 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, that appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

Issuance of New Rights Certificates. Notwithstanding Not withstanding 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 its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property of stock purchasable under the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance, issuance or sale or delivery of shares of Common Shares Stock by the Company following the Distribution Date Separation Time and prior to the redemption Expiration Time pursuant to the terms of securities convertible or expiration redeemable into shares of Common Stock or to options, in each case issued or granted prior to, and outstanding at, the RightsSeparation Time, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant shall issue to the exercise holders of stock optionssuch shares of Common Stock, stock appreciation rights, grants or awards outstanding on the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities outstanding on the Record Date or hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or salesale of such shares of Common Stock; PROVIDEDprovided, HOWEVERhowever, 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 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.