Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Person, would be an Acquiring Person (including any such date which is on or following the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights shall be evidenced by the certificates for Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of Common Stock and not by separate Right certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby. (b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Date and, to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: The Board of Directors of MCI, Inc. (the “Company”) has adopted a Rights Agreement by and between the Company and The Bank of New York (the “Rights Agent”), as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record Date, as defined in the Agreement, this certificate will evidence and entitle the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five Business Days after receipt of a written request therefore. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares), and the surrender for transfer of any such certificate (or book-entry account), except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (c) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issuance of Rights Certificates. (a) Until The Rights in respect of the Close of Business issued and outstanding Common Shares will be issued and become effective on the day Record Date. A Common Share and the Right or Rights issued or to be issued hereunder in respect thereof will not be separately transferable until the date (the "Distribution Date") which is the earlier of (i) the close of business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Share Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or first public announcement of the intent of any Person (other than an Exempt Personthe Company, any wholly-owned Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer upon the successful consummation of which such Person, would result in beneficial ownership by a Person of Common Shares representing 20% or any Affiliate or Associate more of such Person, would be an Acquiring Person the total Voting Rights of all the outstanding Common Shares (including any such date which is on or following after the date of this Agreement and prior to the issuance of the Rights; ). Prior to the earlier Distribution Date, each holder of Common Shares will be the holder of the Rights associated with each such dates being herein share so held, except as otherwise provided in Section 7(e). (A Common Share and its associated Right or Rights before the Distribution Date shall be collectively referred to as the “"Unit".) Until the Distribution Date”), (x) the Rights issued from time to time hereunder shall be evidenced collectively by one or more certificates (the certificates for "Rights Certificates") delivered to and registered in the name of the Rights Agent, as Rights Agent under this Agreement; but the issuance of the Rights hereunder shall not be affected by any failure to deliver a new or replacement Rights Certificate to the Rights Agent in respect thereof. The initial Rights Certificate and any additional or replacement Rights Certificates delivered to the Rights Agent shall, prior to the Distribution Date, have a legend set forth on the face thereof to the effect that the Rights represented thereby shall not be exercisable until the Distribution Date. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, to each record holder of Common Stock Shares as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit B-1 hereto (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such sharesa Circuit City Right) registered or Exhibit B-2 hereto (in the names case of a CarMax Right), evidencing one Right for each Common Share so held. As of the holders of Common Stock and Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The failure to mail any such Rights Certificate shall not by separate Right certificates and affect the record holders of such certificates (legality or such book-entry accounts) for Common Stock shall be the record holders validity of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced therebyRights. (b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after On the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. The failure to send a copy of a Summary of Rights shall not affect the legality or validity of the Rights. (c) Certificates for Common Shares issued after the date hereof but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Redemption Date and, to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressedimpressed on, printedprinted on, written or stamped thereon on or otherwise affixed thereto to them the following legend: The Board of Directors of MCIThis certificate also evidences and entitles the holder hereof to certain Rights as set forth in a First Amended and Restated Rights Agreement between Circuit City Stores, Inc. and Norwest Bank Minnesota, N.A. (the “Company”) has adopted a Rights Agreement by and between the Company and The Bank of New York (the “"Rights Agent”"), dated as it of February 16, 1999, as the same may be amended or supplemented from time to time hereafter (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record DateCircuit City Stores, as defined in the Agreement, this certificate will evidence and entitle the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement. Inc. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall will be evidenced by separate certificates and shall will no longer be evidenced by this certificate. The Company shall Rights will expire at the close of business on April 14, 2008 unless exercised or redeemed prior thereto. Circuit City Stores, Inc. will mail to the registered holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge within five Business Days promptly after receipt of a written request thereforetherefor. As provided Under certain circumstances set forth in Section 7(e) of the Rights Agreement, Rights issued to to, or Beneficially Owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights shall be holder, may become null and void and may not be exercised by or transferred to any Personvoid. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where Until the requisite qualification to the issuance to such holder, or the exercise by such holder, earlier of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date or the Final Expiration Date, the Rights associated with the Common Stock Shares represented by such certificates for Common Shares whether or not containing the foregoing legend shall be evidenced by such certificates (or in the case of uncertificated shares alone and registered holders of Common Stock, by Shares shall also be the book-entry account that evidences record ownership registered holders of such shares)the associated Rights, and the surrender for transfer of any of such certificate (or book-entry account), except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) Shares represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates. (c) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issuance of Rights Certificates. (a) Until The Rights in respect of the Close of Business issued and outstanding Common Shares will be issued and become effective on the day Record Date. A Common Share and the Right or Rights issued or to be issued hereunder in respect thereof will not be separately transferable until the date (the "Distribution Date") which is the earlier of (i) the close of business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Share Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or first public announcement of the intent of any Person (other than an Exempt Personthe Company, any wholly-owned Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer upon the successful consummation of which such Person, would result in beneficial ownership by a Person of Common Shares representing 20% or any Affiliate or Associate more of such Person, would be an Acquiring Person the total Voting Rights of all the outstanding Common Shares (including any such date which is on or following after the date of this Agreement and prior to the issuance of the Rights; ). Prior to the earlier Distribution Date, each holder of Common Shares will be the holder of the Rights associated with each such dates being herein share so held, except as otherwise provided in Section 7(e). (A Common Share and its associated Right or Rights before the Distribution Date shall be collectively referred to as the “"Unit".) Until the Distribution Date”), (x) the Rights issued from time to time hereunder shall be evidenced collectively by one or more certificates (the certificates for Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares"Rights Certificates") delivered to and registered in the names name of the holders Rights Agent, as Rights Agent under this Agreement; but the issuance of Common Stock the Rights hereunder shall not be affected by any failure to deliver a new or replacement Rights Certificate to the Rights Agent in respect thereof. The initial Rights Certificate and not by separate Right certificates and any additional or replacement Rights Certificates delivered to the record holders of such certificates (or such book-entry accounts) for Common Stock shall be Rights Agent shall, prior to the record holders of Distribution Date, have a legend set forth on the face thereof to the effect that the Rights represented thereby and (y) each Right shall not be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until exercisable until the Distribution Date (or, if earlier, Date. As soon as practicable after the Expiration Date or Final Expiration Date), Company has notified the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer Rights Agent of the Right or Rights associated with the Common Stock evidenced thereby. (b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest occurrence of the Distribution Date, the Expiration Date or the Final Expiration Date and, to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: The Board of Directors of MCI, Inc. (the “Company”) has adopted a Rights Agreement by and between the Company and The Bank of New York (the “Rights Agent”), as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record Date, as defined in the Agreement, this certificate will evidence and entitle the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five Business Days after receipt of a written request therefore. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares), and the surrender for transfer of any such certificate (or book-entry account), except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (c) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mailfirst-class, insured, postage prepaidprepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, a certificate Rights Certificate, in substantially the form of Exhibit B-1 hereto (in the form provided by Section 4 hereof case of a Circuit City Right) or Exhibit B-2 hereto (in the case of a “Right Certificate”CarMax Right), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by Right Certificates and may be transferred by such Rights Certificates. The failure to mail any such Rights Certificate shall not affect the transfer legality or validity of the Right Certificate Rights. (b) On the Record Date or as permitted herebysoon as practicable thereafter, separately and apart from any transfer the Company will send a copy of one or more shares a Summary of Rights to Purchase Preferred Shares in substantially the form attached hereto as Exhibit C (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of Common StockShares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. The failure to send a copy of a Summary of Rights shall not affect the legality or validity of the Rights.

Issuance of Rights Certificates. (a) On the Record Date (or as soon as practicable thereafter), the Company or the Rights Agent shall send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first class mail, postage prepaid, to each record holder of the Common Stock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. (b) Until the Close of Business on the day (or such later date as may be determined by action of the Board of Directors which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth (10th) Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) business day after the date of the commencement by any person (other than an Exempt Person) of, or the first public announcement of the intent of any Person (other than an Exempt Person) of to commence, a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Persontogether with its Affiliates and Associates, would be an Acquiring Person the Beneficial Owner of 20% or more of any class of the then outstanding shares of Voting Stock of the Company (including irrespective of whether any shares are actually purchased pursuant to any such date which is on or following the date of this Agreement and prior to the issuance of the Rights; offer) (the earlier of such dates being herein referred to as the “"Distribution Date”"), (x) the Rights shall be evidenced by the certificates for Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names name of the holders of Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right certificates Rights Certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. (bc) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date and, to the extent in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock issued (including, without limitation, certificates issued upon original issuance, disposition from the Company’s 's treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: The Board of Directors of MCI, Inc. (the “Company”) has adopted a Rights Agreement by and between the Company and The Bank of New York (the “Rights Agent”), as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record Date, as defined in the Agreement, this certificate will evidence and entitle the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five Business Days after receipt of a written request therefore. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares), and the surrender for transfer of any such certificate (or book-entry account), except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights.: (cd) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right "Rights Certificate”"), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights rights shall be evidenced solely by Right Rights Certificates and may be transferred by the transfer of the Right Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issuance of Rights Certificates. (a) Until The Rights in respect of the Close of Business issued and outstanding Common Shares will be issued and become effective on the day Record Date. A Common Share and the Right or Rights issued or to be issued hereunder in respect thereof will not be separately transferable until the date (the "Distribution Date") which is the earlier of (i) the close of business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Share Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or first public announcement of the intent of any Person (other than an Exempt Personthe Company, any wholly-owned Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer upon the successful consummation of which such Person, would result in beneficial ownership by a Person of 15% or any Affiliate or Associate more of such Person, would be an Acquiring Person the outstanding Common Shares (including any such date which is on or following after the date of this Agreement and prior to the issuance of the Rights; ). Prior to the earlier Distribution Date, each holder of Common Shares will be the holder of the Rights associated with each such dates being herein share so held, except as otherwise provided in Section 7(e). (A Common Share and its associated Right or Rights before the Distribution Date shall be collectively referred to as the “"Unit".) Until the Distribution Date”), (x) the Rights issued from time to time hereunder shall be evidenced collectively by one or more certificates (the certificates for Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares"Rights Certificates") delivered to and registered in the names name of the holders Rights Agent, as Rights Agent under this Agreement; but the issuance of Common Stock the Rights hereunder shall not be affected by any failure to deliver a new or replacement Rights Certificate to the Rights Agent in respect thereof. The initial Rights Certificate and not by separate Right certificates and any additional or replacement Rights Certificates delivered to the record holders of such certificates (or such book-entry accounts) for Common Stock shall be Rights Agent shall, prior to the record holders of Distribution Date, have a legend set forth on the face thereof to the effect that the Rights represented thereby and (y) shall not be exercisable until the Distribution Date. As soon as practicable after the Company has notified the Rights Agent of the occurrence of the Distribution Date, the Rights Agent will send, by first-class, insured, postage prepaid mail, to each Right shall be transferable only simultaneously and together with the transfer of a share record holder of Common Stock (subject to adjustment Shares as hereinafter provided). Until of the close of business on the Distribution Date (orDate, if earlierat the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share so held. As of the Distribution Date, the Expiration Date Rights will be evidenced solely by such Rights Certificates. The failure to mail any such Rights Certificate shall not affect the legality or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer validity of the Right or Rights associated with the Common Stock evidenced therebyRights. (b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after On the Record Date or as soon as practicable thereafter, the Company sent a copy of a Summary of Rights to Purchase Preferred Shares, in substantially the form attached as Exhibit C to this Agreement before it was amended and restated (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Units as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. The failure to send a copy of a Summary of Rights shall not affect the legality or validity of the Rights. (c) Certificates for Common Shares issued after the date which is 60 days after the date hereof but prior to the earliest of the Distribution Date, the Expiration Date or the Final Expiration Redemption Date and, to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressedimpressed on, printedprinted on, written or stamped thereon on or otherwise affixed thereto to them the following legend: The Board holder of Directors of MCIthis certificate is entitled to certain Rights as set forth in an Amended and Restated Rights Agreement between Circuit City Stores, Inc. and Norwest Bank Minnesota, N.A. (the “Company”) has adopted a Rights Agreement by and between the Company and The Bank of New York (the “"Rights Agent”"), dated as it of March 5, 1996 as the same may be amended or supplemented from time to time hereafter (the “"Rights Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Circuit City Stores, Inc. One or more certificates evidencing such Rights have been delivered to and registered in the Company. From and after the Record Datename of [INSERT NAME OF RIGHTS AGENT], as defined in the Agreement, this certificate will evidence and entitle the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided Agent under the Rights Agreement. Under certain circumstancesCircuit City Stores, as set forth in the AgreementInc., such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall will mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five Business Days after receipt of a written request thereforetherefor. As provided described in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by any Person who becomes an Acquiring Persons or their Affiliates or Associates Person (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be become null and void and may not be exercised by or transferred to any Personvoid. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Certificates for Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares), and the surrender for transfer of any such certificate (or book-entry account), except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock Shares issued after the Record Date but prior to before the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder earliest of the Rights. (c) As soon as practicable date which is 60 days after the date hereof, the Distribution Date, the Company will prepare Redemption Date or the Final Expiration Date shall have impressed on, printed on, written on or otherwise affixed to them the legend provided for in this Agreement before it was amended and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right Certificate”), evidencing one Right (subject to adjustment restated as provided for herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issuance of Rights Certificates. (a) Until the Close of Business on the day which is the earlier of (i) the tenth day after the Stock Acquisition Date or (ii) the tenth (10th) Business Day business day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than an Exempt Person) of, or the first public announcement of the intent of any Person (other than an Exempt Person) to commence, a tender or exchange offer upon the successful consummation of which such Person, or any Affiliate or Associate of such Persontogether with its Affiliates and Associates, would be an Acquiring Person (including the Beneficial Owner of 20% or more of any such date which is on or following the date of this Agreement and prior to the issuance class of the Rights; then outstanding shares of Voting Stock of the Company (the earlier of such dates being herein referred to as the “Distribution Date”), (x) the Rights shall be evidenced by the certificates for Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names name of the holders of Common Stock (together with, in the case of certificates for Common Stock outstanding as of the Record Date, the Summary of Rights) and not by separate Right certificates certificates, and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby, whether or not accompanied by a copy of the Summary of Rights. (b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date or the Final Expiration Date and, to the extent in certain circumstances provided in Section 22 hereof, may be issued in respect of shares of Common Stock issued that become outstanding after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock issued (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Redemption Date, or the Final Expiration Date (or, in certain circumstances as provided in Section 22 hereof, after the Distribution Date) shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: The Board of Directors of MCI, Inc. (the “Company”) has adopted a Rights Agreement by This certificate also evidences and between the Company and The Bank of New York (the “Rights Agent”), as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record Date, as defined in the Agreement, this certificate will evidence and entitle entitles the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Second Amended and Restated Rights Agreement between Saks Incorporated and The Bank of New York (the “Rights Agent”), dated as of October 4, 2004, as it may be amended from time to time (the “Rights Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of Saks Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company Saks Incorporated shall mail to the registered holder of this certificate a copy of the Rights Agreement without charge within five Business Days after receipt of a written request thereforetherefor. As Under certain circumstances as provided in Section 7(e) of the Rights Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares), and the surrender for transfer of any such certificate (or book-entry account), except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (c) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right Rights Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights rights shall be evidenced solely by Right Rights Certificates and may be transferred by the transfer of the Right Rights Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.

Issuance of Rights Certificates. (a) Until The Rights in respect of the Close of Business issued and outstanding Common Shares will be issued and become effective on the day Record Date. A Common Share and the Right or Rights issued or to be issued hereunder in respect thereof will not be separately transferable until the date (the "Distribution Date") which is the earlier of (i) the close of business on the tenth day after the Stock Share Acquisition Date (or, if the tenth day after the Share Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by of, or first public announcement of the intent of any Person (other than an Exempt Personthe Company, any wholly-owned Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of to commence, a tender or exchange offer upon the successful consummation of which such Person, would result in beneficial ownership by a Person of 15% or any Affiliate or Associate more of such Person, would be an Acquiring Person the outstanding Common Shares (including any such date which is on or following after the date of this Agreement and prior to the issuance of the Rights; ). Prior to the earlier Distribution Date, each holder of Common Shares will be the holder of the Rights associated with each such dates being herein share so held, except as otherwise provided in Section 7(e). (A Common Share and its associated Right or Rights before the Distribution Date shall be collectively referred to as the “"Unit".) Until the Distribution Date”), (x) the Rights issued from time to time hereunder shall be evidenced collectively by one or more certificates (the certificates for Common Stock (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership for such shares"Rights Certificates") delivered to and registered in the names name of the holders Rights Agent, as Rights Agent under this Agreement; but the issuance of Common Stock the Rights hereunder shall not be affected by any failure to deliver a new or replacement Rights Certificate to the Rights Agent in respect thereof. The initial Rights Certificate and not by separate Right certificates and any additional or replacement Rights Certificates delivered to the record holders of such certificates (or such book-entry accounts) for Common Stock shall be Rights Agent shall, prior to the record holders of Distribution Date, have a legend set forth on the face thereof to the effect that the Rights represented thereby and (y) each Right shall not be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until exercisable until the Distribution Date (or, if earlier, Date. As soon as practicable after the Expiration Date or Final Expiration Date), Company has notified the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer Rights Agent of the Right or Rights associated with the Common Stock evidenced thereby. (b) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest occurrence of the Distribution Date, the Expiration Date or the Final Expiration Date and, to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock) after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date, or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto the following legend: The Board of Directors of MCI, Inc. (the “Company”) has adopted a Rights Agreement by and between the Company and The Bank of New York (the “Rights Agent”), as it may be amended from time to time (the “Agreement”), the terms of which are incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record Date, as defined in the Agreement, this certificate will evidence and entitle the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement. Under certain circumstances, as set forth in the Agreement, such Rights shall be evidenced by separate certificates and shall no longer be evidenced by this certificate. The Company shall mail to the registered holder of this certificate a copy of the Agreement without charge within five Business Days after receipt of a written request therefore. As provided in Section 7(e) of the Agreement, Rights issued to or Beneficially Owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Agreement) or any subsequent holder of such Rights shall be null and void and may not be exercised by or transferred to any Person. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record ownership of such shares), and the surrender for transfer of any such certificate (or book-entry account), except as otherwise provided herein, shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (c) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mailfirst-class, insured, postage prepaidprepaid mail, to each record holder of the Common Stock Shares as of the Close close of Business business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such recordsthe records of the Company, a certificate Rights Certificate, in substantially the form provided by Section 4 hereof (a “Right Certificate”)of Exhibit A hereto, evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock Share so held. As of and after the Distribution Date, the Rights shall will be evidenced solely by Right Certificates and may be transferred by such Rights Certificates. The failure to mail any such Rights Certificate shall not affect the transfer legality or validity of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common StockRights.

Issuance of Rights Certificates. (a) Until the Close of Business on the day which is the earlier of (i) the close of business on the tenth day Business Day after the Stock Acquisition Date Date, or (ii) the close of business on the tenth (10th) Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Personshall determine) after the date of the commencement by any Person (other than an Exempt Person) of that a tender or exchange offer upon by any Person is first published or sent or given within the successful consummation of which such Personmeaning of (b) The Company will make available, or any Affiliate or Associate of such Person, would be an Acquiring Person (including any such date which is on or as promptly as practicable following the date Record Date, a copy of this Agreement and a Summary of Rights, in substantially the form attached hereto as Exhibit C (the "Summary of Rights") to any holder of Rights who may so request from time to time prior to the issuance Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights; . Until the earlier of the Distribution Date or the Expiration Date (as such dates being herein referred to as the “Distribution Date”term is defined in Section 7(a) of this Agreement), (x) the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights shall be evidenced by the certificates for Common Stock (or in the case of uncertificated associated with such shares of Common Stock, by the book-entry account that evidences record ownership for such shares) registered in the names of the holders of Common Stock and not by separate Right certificates and the record holders of such certificates (or such book-entry accounts) for Common Stock shall be the record holders of the Rights represented thereby and (y) each Right shall be transferable only simultaneously and together with the transfer of a share of Common Stock (subject to adjustment as hereinafter provided). Until the Distribution Date (or, if earlier, the Expiration Date or Final Expiration Date), the surrender for transfer of any certificate for Common Stock (or the effectuation of a book-entry transfer of shares of Common Stock) shall constitute the surrender for transfer of the Right or Rights associated with the Common Stock evidenced thereby. (bc) Rights shall be issued in respect of all shares of Common Stock that become outstanding after the Record Date but prior to the earliest of the Distribution Date, the Expiration Date which are issued (whether originally issued or the Final Expiration Date and, to the extent provided in Section 22 hereof, in respect of shares of Common Stock issued after the Distribution Date and prior to the earlier of the Expiration Date or Final Expiration Date. Certificates for Common Stock (including, without limitation, certificates issued upon original issuance, disposition from the Company’s treasury or transfer or exchange of Common Stock's treasury) after the Record Date but prior to the earliest earlier of the Distribution Date, Date or the Expiration Date. Certificates representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear substantially the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Final Expiration Date shall have impressed, printed, written or stamped thereon or otherwise affixed thereto Date: This certificate also evidences and entitles the following legend: The Board of Directors of MCIholder hereof to certain Rights as set forth in the Shareholder Rights Agreement between Apex Mortgage Capital, Inc. and the Rights Agent thereunder (the “Company”) has adopted a "Rights Agreement by and between the Company and The Bank of New York (the “Rights Agent”), as it may be amended from time to time (the “Agreement”"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. From and after the Record Date, as defined in the Agreement, this certificate will evidence and entitle the holder hereof to the same number of Rights (subject to adjustment) as the number of shares of Common Stock represented by this certificate, such Rights being on the terms provided under the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights shall will be evidenced by separate certificates and shall will no longer be evidenced by this certificate. The Company shall or the Rights Agent will mail to the registered holder of this certificate a copy of the Agreement Rights Agreement, as in effect on the date of mailing, without charge within five Business Days charge, promptly after receipt of a written request thereforetherefor. As provided Under certain circumstances set forth in Section 7(e) of the Rights Agreement, Rights issued to to, or Beneficially Owned by held by, any Person who is, was or becomes an Acquiring Persons Person or their Affiliates any Affiliate or Associates Associate thereof (as such terms are defined in the Rights Agreement) ), whether currently held by or on behalf of such Person or by any subsequent holder of such Rights shall be holder, may become null and void and may not be exercised by or transferred to any Person. The Rights shall not be exercisable, and shall be void so long as held, by holders in any jurisdiction where the requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained or be obtainablevoid. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates (or in the case of uncertificated shares alone and registered holders of Common Stock, by Stock shall also be the book-entry account that evidences record ownership registered holders of such shares)the associated Rights, and the surrender for transfer of any of such certificate (or book-entry account), except as otherwise provided herein, certificates shall also constitute the transfer of the Rights associated with the Common Stock (or book-entry account) represented thereby. In the event that the Company purchases or otherwise acquires any Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with by such Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding. Notwithstanding this paragraph (c), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Rightscertificates. (c) As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send), by first class mail, postage prepaid, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, as shown by the records of the Company, at the address of such holder shown on such records, a certificate in the form provided by Section 4 hereof (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of and after the Distribution Date, the Rights shall be evidenced solely by Right Certificates and may be transferred by the transfer of the Right Certificate as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock.