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 number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time and prior to the 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 Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise 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 Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by Shares or LTD Special Shares, as the Company case may be, following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding at the date hereof or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or to optionshereinafter issued by the Company and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (i) no such Rights Certificate shall be issued, 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 to the Person to whom such Rights Certificates 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 Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Time Date, the Company (a) shall with respect to Common Shares so issued or sold pursuant to the terms exercise of securities convertible stock options or redeemable into shares under any employee plan or arrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of Common Stock securities, notes or debentures issued by the Company and in existence prior to optionsthe Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; providedPROVIDED, howeverHOWEVER, in each case, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by of the Company or of Convertible Preferred Stock following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption or expiration of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock of the Company so issued or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; providedPROVIDED, howeverHOWEVER, in each case, that (i) no such Rights Certificate shall be issuedissued with respect to shares of Common Stock of the Company issued upon conversion of Convertible Preferred Stock following the Distribution Date, if, (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 to the Person to whom such Rights Certificates Certificate would be issued, issued and (iiiii) no such Rights Certificates Certificate shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have otherwise 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 or the number or kind or class of shares of stock purchasable upon exercise of or other securities or property that may be acquired under the Rights made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance or sale of shares of Company Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time Date, the Company (a) shall, with respect to shares of Company Common Stock so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by a majority of the Board of Directors (including, and outstanding atfollowing a Section 11(a)(ii) Event, a majority of the Separation TimeIndependent Directors), the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in Table of Contents accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement (so long as such options, plan or arrangement were granted or established, as the case may be, prior to the Distribution Date), or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or issued by the Company after the date hereof and prior to optionsthe Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Persons to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 the Board of Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time and prior to the 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 Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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 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 or the number or kind or class of shares of stock purchasable upon exercise of or other securities or property that may be acquired under the Rights made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance or sale of shares of Company Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time Date, the Company (a) shall, with respect to shares of Company Common Stock so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by a majority of the Board of Directors (including, and outstanding atfollowing a Section 11(a)(ii) Event, a majority of the Separation TimeIndependent Directors), the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by or Class B Common Stock, as the Company case may be, following the Separation Time Distribution Date and prior to the Expiration Time pursuant Date, the Company (a) shall, with respect 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 Separation Time, the Company shall issue to the holders of such shares of Class B Common Stock, as the case may be, so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement granted or awarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company 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 Voting Class Rights or Class B Common Rights, as the case may be, in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 or the number or kind or class of shares of capital stock or other securities or assets purchasable upon exercise of the Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time and Distribution Date but prior to the Expiration Time pursuant Date, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold (x) pursuant to optionsthe exercise of stock options or the vesting or entitlement to other awards, in each case issued case, granted or granted prior toawarded pursuant to any employee benefit or compensation plan, agreement or arrangement, and which stock options or awards are outstanding atas of the Distribution Date (unless the Board or a duly authorized committee thereof has determined to make other equitable adjustments or the agreements underlying such stock options or awards provide otherwise), or (y) upon the Separation Timeexercise, conversion or exchange of securities issued by the Company shall 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, issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights issued in connection with the any such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment to the Purchase Price or number and kind of shares or rights shall otherwise have otherwise been made in lieu of the issuance thereof, and (iii) thereof in accordance with the Company shall have no obligation to distribute Rights Certi- ficates to any Acquiring Person or Affiliate or Associate terms of an Acquiring Person or any transferee of any of the foregoingthis Agreement.

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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, -------- however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time and prior to the Expiration Time pursuant to the terms of securities convertible or 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 shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock; provided, however, in each case, (i) no such Rights Certificate shall be 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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 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 number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time and prior to the 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 Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption or expiration of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or otherwise under any employee plan or arrangement, which plan or arrangement is existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities issued by the Company on or prior to the Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Right Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have otherwise been made in lieu of the issuance thereof, and (iii) the Company no such Rights Certificate shall have no obligation be issued to distribute Rights Certi- ficates to any an Acquiring Person or an Affiliate or Associate of an any Acquiring Person or any transferee of any of the foregoingPerson.

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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 a form as may be approved by its Board of Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time and prior to before the Redemption Time or 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 tobefore, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights rights in connection with the issuance or sale of such shares of Common Stock; provided, provided however, in each case, (i) no such Rights Certificate shall be 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have has otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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, 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time Date, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise of stock options, grants or awards outstanding as of the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or issued by the Company prior to optionsthe Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by at least a majority of the Continuing Directors, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 could create a significant risk of material adverse tax consequences to the Company or to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares by the Company following the Separation Time Distribution Date and prior to the Final Expiration Time Date pursuant to the terms of securities convertible or redeemable into shares of Common Stock Shares or to options, in each case issued or granted prior to, and outstanding at, the Separation TimeDistribution Date, the Company shall issue to the holders of such shares of Common StockShares, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common StockShares; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Time Date, the Company (a) shall with respect to Common Shares so issued or sold pursuant to the terms exercise of securities convertible stock options or redeemable into shares under any employee plan or arrangement in existence prior to the Distribution Date, or upon the exercise, conversion or exchange of Common Stock securities, notes or debentures issued by the Company and in existence prior to optionsthe Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price per share and the number or kind or class of shares of stock purchasable securities issuable upon exercise of the Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company of Common Shares following the Separation Time Distribution Date and prior to the Expiration Time Date, the Company (a) will, with respect to Common Shares so issued or sold pursuant to the terms exercise, exchange or conversion of securities (other than Rights) issued prior to the Distribution Date which are exercisable or exchangeable for, or convertible or redeemable into shares of Common Stock or to optionsShares, and (b) may, in each case issued any other case, if deemed necessary, appropriate or granted prior todesirable by the Continuing Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate an equivalent number of Rights as would have been issued in connection with the issuance or sale respect of such shares of Common StockShares 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; provided, however, in each case, that (i) no such Rights Certificate shall be issued, 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 Certificates Certificate otherwise would be issued, issued and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall have otherwise has 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 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 of stock purchasable upon exercise of or other securities or property that may be acquired under the Rights made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date (other than upon exercise of a Right) and prior to the 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 Separation TimeDate, the Company shall issue with respect to Common Shares so issued or sold (a) pursuant to the holders exercise of such shares share options, (b) under any employee benefit plan or arrangement, (c) upon the exercise, conversion or exchange of Common Stocksecurities, notes or debentures issued by the Company, or (d) 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 the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (ix) no such Rights Certificate 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 significant risk of material adverse tax consequences to the Company or to the Person to whom such Rights Certificates Certificate would be issued, (iiy) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise been made in lieu of the issuance thereof, thereof and (iiiz) the Company no such Rights Certificate shall have no obligation be issued to distribute Rights Certi- ficates to any an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any transferee of any of the foregoingPerson.

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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued or sold (i) pursuant to the terms exercise of stock options or under any employee plan or arrangement (so long as such options, plan or arrangement were granted or established, as the case may be, before the Distribution Date), or (ii) upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or to optionsissued by the Company after the date hereof and before the Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, 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 to the Person to whom such Rights Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise 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.be

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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the earlier of the Redemption Date and the Close of Business on the Final Expiration Time pursuant Date, the Company may, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold (i) pursuant to the exercise of stock options, (ii) under any employee plan or arrangement, (iii) upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company, or (iv) pursuant to a contractual obligation of the Company, in each case issued or granted of clauses ‎(i), ‎(ii), ‎(iii) and ‎(iv), existing prior to, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common StockDistribution Date, issue Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (ix) 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 Certificates Certificate would be issued, and (iiy) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 or the number or kind or class of shares of stock purchasable or other securities or property that may be acquired upon exercise of Rights made in accordance with the provisions of this AgreementRights. In addition, in connection with the issuance or sale of shares of Company Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time Date, the Company (a) shall, with respect to shares of Company Common Stock so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate 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, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing evidencing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 person to whom such Rights Certificates Certificate would be issued, issued and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 or the number or kind or class of shares of stock purchasable upon exercise of or other securities or property that may be acquired under the Rights made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date (other than upon exercise of a Right) and prior to the earlier of redemption or the Expiration Time pursuant Date, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (i) no such Rights Certificate shall may be issued, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates shall Certificate may be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale delivery of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption or expiration of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued, sold or delivered pursuant to the exercise of stock options, in each case 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 or granted prior toby the Company, and outstanding at(b) may, in any other case, if deemed necessary or appropriate by the Separation TimeBoard of Directors of the Company, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement (so long as such options, plan or arrangement were granted or established, as the case may be, prior to the Distribution Date), or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or issued by the Company after the date hereof and prior to optionsthe Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Persons to whom such Rights Certificates 57 CORP 62338.7 Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption or expiration of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or otherwise under any employee plan or arrangement, which plan or arrangement is existing as of the Distribution Date, or upon the exercise, conversion or exchange of shares of Series A Preferred Stock or any other securities issued by the Company on or prior to the Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; providedPROVIDED, howeverHOWEVER, in each case, that (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 Certificates would be issued, and (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock Shares or to options, in each case issued or granted prior to, and outstanding at, the Separation TimeDistribution Date, the Company shall issue to the holders of such shares of Common StockShares, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common StockShares; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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/or the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (i) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or issued by the Company hereinafter but prior to optionsthe Distribution Date, and (ii) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (ix) 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 Certificates Certificate would be issued, and (iiy) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Date and prior to the Expiration Time Date 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 Separation TimeDate, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant Date, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of securities of the Company currently outstanding or issued at any time in the future by the Company and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding atupon approval by a majority of the Continuing Directors, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (i) no such Rights Certificate shall be issued, 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 to the Person to whom such Rights Certificates 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 Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise 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.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 the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the earlier of the Redemption Date and the Close of Business on the Final Expiration Time pursuant Date, the Company may, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold (i) pursuant to the exercise of stock options, (ii) under any employee plan or arrangement, (iii) upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company, or (iv) pursuant to a contractual obligation of the Company, in each case issued or granted of clauses (i), (ii), (iii) and (iv), existing prior to, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common StockDistribution Date, issue Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (ix) 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 Certificates Certificate would be issued, and (iiy) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares by the Company following the Separation Distribution Time and prior to the Expiration Time pursuant to the terms of securities convertible or redeemable into shares Common Shares (other than any securities issued or issuable in connection with the exercise or exchange of Common Stock Rights) or to options, in each case issued or granted prior to, and outstanding at, the Separation Distribution Time, the Company shall issue to the holders of such shares of Common StockShares, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common StockShares; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, thereof and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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 number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares by the Company following the Separation Time and prior to the Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock 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 Separation Time, the Company shall issue to the holders of such shares of Common StockShares, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common StockShares; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, thereof and (iii) the Company shall have no obligation to distribute Rights Certi- ficates 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 Exercise Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by Shares or LTD Special Shares, as the Company case may be, following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding at the date hereof or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or to optionshereinafter issued by the Company and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (i) no such Rights Certificate shall be issued, 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 to the Person to whom such Rights Certificates 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 Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Rights Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Time Date, the Company (a) shall with respect to Common Shares so issued or sold pursuant to the terms exercise of securities convertible stock options or redeemable into shares under any employee plan or arrangement, or upon the exercise, conversion or exchange of Common Stock securities, notes or to optionsdebentures issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise been made in lieu of the issuance thereof. June 10, 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.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 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant 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 the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement outstanding, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior to, and outstanding at, appropriate by the Separation Time, Board of Directors of the Company shall or a Committee thereof, issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment adjustments shall otherwise have otherwise 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 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption or expiration of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or otherwise under any employee plan or arrangement, which plan or arrangement is existing as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities issued by the Company on or prior to the Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, -------- ------- that (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 Certificates would be issued, and (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant expiration or redemption of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement granted or awarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company on or prior to the Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (i) no such Rights Certificate shall be issued, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 or the number or kind or class of shares of stock purchasable upon exercise of or other securities or property that may be acquired under the Rights made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance or sale of shares of Company Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time Date, the Company (a) shall, with respect to shares of Company Common Stock so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement, or upon the exercise, conversion or exchange of securities convertible or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by a majority of the Board of Directors (including, and outstanding atfollowing a Section 11(a)(ii) Event, a majority of the Separation TimeIndependent Directors), the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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, 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares Common Shares following the Distribution Date and before the Expiration Date, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the exercise of Common Stock stock options, grants or awards outstanding as of the Distribution Date under any benefit plan or arrangement for employees or directors, or upon the exercise, conversion or exchange of securities issued by the Company following before the Separation Time Distribution Date, and prior to the Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock or to options(b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by at least a majority of the Outside Directors, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 could create a significant risk of material adverse tax consequences to the Company or to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption-or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, transfer from the Company's treasury or sale of shares of Common Stock by of the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption or expiration of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock of the Company so issued, transferred or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement or upon the exercise, conversion or exchange of securities hereafter issued or transferred from the Company's treasury by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance such issuance, transfer or sale of such shares of Common Stocksale; provided, however, in each case, that (i) no such Rights Certificate shall be issued, if, 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 to the Person to whom such Rights Certificates Certificate would be issued, issued and (ii) no such Rights Certificates Certificate shall be issued if, if and to the extent that, that appropriate adjustment shall otherwise have otherwise 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. 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 number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares by the Company following the Separation Time and prior to the Expiration Time pursuant to the terms of securities convertible or redeemable into shares of Common Stock Shares or to options, in each case issued or granted prior to, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common StockShares, applicable Rights Certificates representing the appropriate number of applicable Rights in connection with the issuance or sale of such shares of Common StockShares; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to not distribute Rights Certi- ficates 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment adjustment. shall otherwise have otherwise 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 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 of stock purchasable upon exercise of or other securities or property that may be acquired under the Rights made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date (other than upon exercise of a Right) and prior to the Expiration Time pursuant Date, the Company shall with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold (a) pursuant to the exercise of stock options, (b) under any employee benefit plan or arrangement, (c) upon the exercise, conversion or exchange of securities, notes or debentures issued by the Company, or (d) pursuant to a contractual obligation of the Company, in each the case issued or granted of any of the foregoing clauses (a) through (d) as existing prior to, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common StockDistribution Date, issue Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (ix) 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 Certificates Certificate would be issued, (iiy) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise been made in lieu of the issuance thereof, thereof and (iiiz) the Company no such Rights Certificate shall have no obligation be issued to distribute Rights Certi- ficates to any an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any transferee of any of the foregoingPerson.

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 or the number or kind or class of shares of stock purchasable upon exercise of or other securities or property that may be acquired under the Rights made in accordance with the provisions of this AgreementCertificates. In addition, in connection with the issuance or sale of shares of Common Stock by the Company of Company Common Stock or Company Series A Preferred Stock following the Separation Time Distribution Date (other than upon exercise of a Right) and prior to the Expiration Time Date, the Company (a) shall, with respect to shares of Company Common Stock so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of any other securities convertible or redeemable into shares hereinafter issued by the Company and in existence as of Common Stock or to optionsthe Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of the applicable Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in -35- 39 accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale of shares delivery of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued, sold or delivered pursuant to the terms 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 convertible outstanding on the Record Date or redeemable into shares of Common Stock or to optionshereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant Date, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement granted or awarded on or prior to the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company on or prior to the Distribution Date, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; providedPROVIDED, however, in each case, that (i) no such Rights Certificate shall be issued, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company or Warrants following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption, exchange or expiration of the Rights, the Company (a) may, with respect to the terms of securities convertible or redeemable into shares of Common Stock or the Warrants so issued or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities, notes or debentures hereinafter issued by the Company (except as may otherwise be provided in the instrument(s) governing such securities), and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 the Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company of Common Shares following the Separation Time Distribution Date and prior to the Expiration Time Date, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise, exchange or conversion of securities (other than Rights) issued prior to the Distribution Date which are exercisable or exchangeable for, or convertible or redeemable into shares of into, Common Stock or to optionsShares, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights as would have been issued in connection with the issuance or sale respect of such shares of Common StockShares 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; provided, however, in each case, that (i) no such Rights Certificate shall be issued, 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 Certificates Certificate otherwise would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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, 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 of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the earlier of the Redemption date or the Final Expiration Time pursuant Date, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued or sold pursuant to optionsthe exercise of stock options or under any employee plan or arrangement, granted or awarded or upon the exercise, conversion or exchange of securities, notes or debentures hereinafter issued by the Company, and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, 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 to the Person to whom such Rights Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company Shares following the Separation Time Distribution Date and prior to the Expiration Time redemption or expiration of the Rights, the Company (a) shall, with respect to Common Shares so issued or sold pursuant to the terms exercise of stock options or under any employee plan or arrangement or upon 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 convertible or redeemable into shares of Common Stock or to optionshereinafter issued by the Company and (b) may, in each case issued any other case, if deemed necessary or granted prior toappropriate by the Board of Directors of the Company, and outstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, in each case, that (i) no such Rights Certificate shall be issued, 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 to the Person to whom such Rights Certificates 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 Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable upon exercise of under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance issuance, sale or sale delivery of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Expiration Time pursuant redemption or expiration of the Rights, the Company (a) shall, with respect to the terms of securities convertible or redeemable into shares of Common Stock so issued, sold or delivered pursuant to the exercise of stock options, in each case 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 or granted prior toby the Company, and outstanding at(b) may, in any other case, if deemed necessary or appropriate by the Separation TimeBoard of Directors of the Company, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the such issuance or sale of such shares of Common Stocksale; provided, however, 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 35 CORE Rights Agreement Exhibit 4.1 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 Certificates Certificate would be issued, and (ii) no such Rights Certificates Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have otherwise 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 Board of Directors to reflect any adjustment or change in the number or kind or class of shares of stock purchasable upon exercise of Rights made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Separation Time Distribution Date and prior to the Redemption Time or 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 Separation TimeDistribution Date, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock; provided, however, 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 Certificates would be issued, (ii) no such Rights Certificates shall be issued if, and to the extent that, appropriate adjustment shall have otherwise been made in lieu of the issuance thereof, and (iii) the Company shall have no obligation to distribute Rights Certi- ficates Certificates to any Acquiring Person or Affiliate or Associate of an Acquiring Person or any transferee of any of the foregoing.