Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of shares of Common Shares (including a Stock shall also constitute the transfer to of the Company)Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign (in manual or facsimile form), and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, in the discretion of the Rights Agent, at the expense of the Company, send)send or cause to be sent) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)hereto, evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Rights Agreement. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights Rights, but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry book entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, Statements shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, ) send), in accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for Common Shares Stock shall be deemed also to be certificates for Rights) or by the Book Entry book entry Common Shares Stock registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares Stock in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, Statements shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares Stock shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, ) send), in accordance with Section 26 hereof, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each shares of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) (A) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) or (B) by the certificates for the Prefunded Warrants (or by notations in the respective Book Entry accounts for the Prefunded Warrants), and in each case not by separate certificates, and the registered holders of the Common Shares or Prefunded Warrants shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares or Prefunded Warrants (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 27 hereof, to each record holder of the Common Shares and Prefunded Warrants as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so heldheld or one Right for each Common Share that each such holder of Prefunded Warrants would be entitled to receive upon complete exercise thereof, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (ix) the Rights will be evidenced (subject to Section 3(bthe provisions of paragraphs (b) and (c) of this Section 3(c) hereof3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for evidencing Common Shares Stock shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for evidencing Rights) and not by separate certificatescertificates (or, and for book entry shares, by notations in the registered holders of respective accounts for the Common Shares shall also be the registered holders of the associated RightsStock), and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, but subject to the Company shall prepare and execute, and upon the written request of the Companyfollowing sentence, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company and if provided with all necessary and relevant documents, send by such means as may be selected by the Company, send), in accordance with Section 26 hereof, to each record holder of the Common Shares Stock as of the Close close of Business business on such Distribution Date, at the address of such holder shown on the Distribution Date (other than an Acquiring Person or any Related Person records of an Acquiring Person)the Company, one or more rights certificates, in substantially the form of (i) Exhibit B attached hereto hereto, describing rights prior to the Shareholder Approval, and (ii) Exhibit C hereto, describing rights subsequent to the Shareholder Approval (each a “Rights CertificatesCertificate”), evidencing one Right for each share of Common Share Stock so held, as described therein, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that any Person receives Rights, or Rights Certificates evidencing Rights, that would be null and void under Section 7(e) hereof; provided, that such procedures may not adversely affect the rights, immunities, duties or obligations of the Rights Agent. Receipt by any Person of a Rights Certificate with respect to any Rights shall not preclude a later determination that such Rights are null and void pursuant to Section 7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received or the occurrence of the Distribution Date acknowledged by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares Units registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Units. Until the underlying Common Shares (including a earlier of the Distribution Date, or the Expiration Date, the surrender for transfer to of such Unit certificates shall also constitute the Company)surrender for transfer of the Rights associated with the Units represented thereby. As soon as practicable after the Distribution Date, the Company shall Partnership will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company Partnership will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyrequested, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares Units as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Partnership, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached A hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each Common Share Unit so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share Unit has been made pursuant to Section 11(i11(a)(i) or Section 11(p11(i) hereof, then at the time of distribution of the Rights Certificates, the Company Partnership shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred solely by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Units, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Partnership or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all the necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached EXHIBIT A hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the request and expense of the Company, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Record Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the a “Rights CertificatesRIGHTS CERTIFICATE”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form ("Book Entry Shares"), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of shares of Common Shares (including a Stock shall also constitute the transfer to of the Company)Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, in the discretion of the Rights Agent, at the expense of the Company, send)send or cause to be sent) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)hereto, evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Rights Agreement. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) (x) by the certificates for the Common Shares registered in the names of the record holders of the Common Shares thereof (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the record holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“”Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights), (y) by the certificates for the Warrants (or, by notations in the respective Book Entry accounts for the Warrants), or (z) by the certificates for the Existing Preferred Stock (or, by notations in the respective Book Entry accounts for the Existing Preferred Stock), and in each case not by separate certificates, and the registered holders of the Common Shares Shares, Warrants or Existing Preferred Stock shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares Shares, Warrants and shares of the Existing Preferred Stock, as applicable (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company and upon the Company’s provision of customary opinions of counsel to the Rights Agent, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 27 hereof, to each record holder of the Common Shares Shares, the Warrants and the Existing Preferred Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights CertificatesCertificate”), evidencing one Right for each Common Share so heldheld or one Right for each Common Share that each such record holder of Warrants or Existing Preferred Stock would be entitled to receive if such record holder’s Warrants or Existing Preferred Stock were fully exercised for or convertible into Common Shares, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. Notwithstanding anything in this Agreement to the contrary, if, at any time after the date hereof and prior to the Distribution Date, the number of Common Shares issuable upon exercise of the Warrants or upon conversion of any shares of the Existing Preferred Stock is adjusted pursuant to their respective terms, then the number of Rights associated with such Warrants or shares of Existing Preferred Stock shall be proportionately adjusted so that the number of Rights thereafter associated with such Warrants or shares of Existing Preferred Stock equals the result obtained by multiplying the number of Common Shares issuable upon exercise of such Warrants or upon conversion of such shares of Existing Preferred Stock by the number of Rights associated with each Common Share then outstanding. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the Rights will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will promptly notify the Rights Agent thereof, and prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “a Rights Certificates”), Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry book entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, Statements shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (ix) the Rights will shall be evidenced (subject to the provisions of paragraph (b) of this Section 3(b) and Section 3(c) hereof3) by the certificates for evidencing the Common Shares Stock and Series A Stock registered in the names of the holders of the Common Shares Stock and Series A Stock (which certificates for evidencing the Common Shares Stock or Series A Stock shall be deemed also to be certificates for Rights) or by evidencing the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (iiy) the Rights will shall be transferable only in connection with the transfer of the underlying shares of Common Shares Stock or Series A Stock (including a any transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company promptly shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution DateDate and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next following Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. As soon as practicable after the Distribution Date, and the receipt by the Rights Agent of notice of such occurrence, the Rights Agent, if requested by the Company and provided with all necessary information and documentation, shall send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock and Series A Stock as of the Close of Business on the Distribution Date, at the address of such holder then shown on the records of the Company or the transfer agent or the registrar for the Common Stock and Series A Stock, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), duly executed and countersigned in the manner provided for in Section 5(a) hereof, evidencing one Right for each share of Common Stock or 3.0256 Rights for each share of Series A Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock or Series A Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights shall be evidenced solely by such Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more shares of Common Stock or Series A Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) or (c) of this Section 3(b) and Section 3(c) hereof3) by the certificates balances indicated in the book-entry account system of the transfer agent for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which shares of Common Stock shall also be deemed to represent certificates for Rights) for uncertificated shares of Common Stock registered in book-entry form (the “Book Entry Shares”) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Shares Stock shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders), evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign (either by manual or facsimile signature), and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary and relevant information and documents will, at the expense of the Company, send)documents, in accordance with Section 26 hereofproper and complete form, as determined by the Rights Agent) by first-class, postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company or any Related Person the transfer agent or registrar for the shares of an Acquiring Person)Common Stock, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, Statements shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 hereof, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B attached hereto to this Agreement (the “a "Rights Certificates”Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution DateDate and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the request and expense of the Company, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Record Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”a "RIGHTS CERTIFICATE"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the request and expense of the Company, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”a "RIGHTS CERTIFICATE"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares Units registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Units. Until the underlying Common Shares (including a earlier of the Distribution Date, or the Expiration Date, the surrender for transfer to of such Unit certificates shall also constitute the Company)surrender for transfer of the Rights associated with the Units represented thereby. As soon as practicable after the Distribution Date, the Company shall Partnership will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company Partnership will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyrequested, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares Units as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Partnership, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached A hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each Common Share Unit so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share Unit has been made pursuant to Section 11(i11(a)(i) or Section 11(p11(i) hereof, then at the time of distribution of the Rights Certificates, the Company Partnership shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred solely by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Units, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Partnership or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders there of.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyrequested, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit EXHIBIT B attached hereto (the “Rights Certificates”a "RIGHTS CERTIFICATE"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Distri- bution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and if provided with all necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B attached hereto to this Agreement (the a “Rights CertificatesCertificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution DateDate and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Close of Business on the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such Table of Contents certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B attached hereto to this Agreement (the a “Rights CertificatesCertificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution DateDate and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for shares of Common Shares (including a Stock shall also constitute the surrender for transfer to of the Company)Rights associated with the shares of Common Stock represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, in the discretion of the Rights Agent, at the expense of the Company, send)send or cause to be sent) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)hereto, evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Agreement. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Rights Evidenced by Certificates for Shares of Common Stock and Book Entry Shares. Until the Distribution Date Date, (i) the Rights (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof)) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares shall and Book Entry Shares, as applicable, will also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates; and (ii) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the -10- Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, send) (by mailing, in accordance with Section 26 or by such means as may be selected by at the expense of the Company), send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an any Acquiring Person or any Related Person of an Acquiring Personits Affiliates or Associates), at the address of such holder shown on the transfer booksrecords of the Company or the transfer agent for the Common Stock, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), Certificates evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided hereinin this Agreement. Receipt of a Rights Certificate by any Person will -11- not preclude a later determination that all or part of the Rights represented by such Rights Certificate are void pursuant to Section 7(e). To the extent that a Section 11(a)(ii) Event has also occurred, the Company may implement such procedures as it deems appropriate in its sole discretion to minimize the possibility that Rights are received by any Person whose Rights are null and void pursuant to Section 7(e). In the event that thatIf an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) hereof11, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a)). As of and after the Distribution Date, the Rights will be evidenced solely by the Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted herebyby this Agreement, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights CertificatesCertificates as shown on the transfer books of the Company or the transfer agent for the Rights (which may be the Rights Agent) will be the record holders thereof. The Company shall will promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by provided to the Rights Agent, the Rights Agent it may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (ix) the Rights will be evidenced (subject to Section 3(bthe provisions of paragraphs (b) and (c) of this Section 3(c) hereof3) by the certificates for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which certificates for evidencing Common Shares Stock shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for evidencing Rights) and not by separate certificatescertificates (or, and for book entry shares, by notations in the registered holders of respective accounts for the Common Shares shall also be the registered holders of the associated RightsStock), and (iiy) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, but subject to the Company shall prepare and execute, and upon the written request of the Companyfollowing sentence, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company and if provided with all necessary and relevant documents, send by such means as may be selected by the Company, send), in accordance with Section 26 hereof, to each record holder of the Common Shares Stock as of the Close close of Business business on such Distribution Date, at the address of such holder shown on the Distribution Date (other than an Acquiring Person or any Related Person records of an Acquiring Person)the Company, one or more rights certificates, in substantially the form of Exhibit B attached hereto hereto, (the each a “Rights CertificatesCertificate”), evidencing one Right for each share of Common Share Stock so held, as described therein, subject to adjustment as provided herein. To the extent that a Triggering Event under Section 11(a)(ii) hereof has also occurred, the Company may implement such procedures, as it deems appropriate in its sole discretion, to minimize the possibility that any Person receives Rights, or Rights Certificates evidencing Rights, that would be null and void under Section 7(e) hereof; provided, that such procedures may not adversely affect the rights, immunities, duties or obligations of the Rights Agent. Receipt by any Person of a Rights Certificate with respect to any Rights shall not preclude a later determination that such Rights are null and void pursuant to Section 7(e) hereof. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received or the occurrence of the Distribution Date acknowledged by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all the necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B attached hereto to this Agreement (the “a "Rights Certificates”Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date and, if such notification is given orally, the Distribution DateCompany shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all the necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B attached hereto to this Agreement (the a “Rights CertificatesCertificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon the occurrence of a Distribution Date and, if such notification is given orally, the Distribution DateCompany shall confirm the same in writing on or prior to the Business Day next following. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Rights Evidenced by Certificates for Common Shares and Book Entry Shares. Until the Distribution Date Date, (i) the Rights (unless earlier expired, redeemed or terminated) will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof)) by the certificates for the Common Shares registered in the names of the holders thereof or, in the case of uncertificated Common Shares registered in book entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such Common Shares (which certificates for Common Shares shall and Book Entry Shares, as applicable, will also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates; and (ii) the Rights (and the right to receive Rights Certificates) will be transferable only in connection with the transfer of the underlying Common Shares (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, by manual or facsimile signature, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, at the Company’s expense of the Company, send)) (by mailing, in accordance with Section 26 hereof, 27 or by such reasonable means as may be selected by the Company) to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an any Acquiring Person or any Related Person of an Acquiring Personits Affiliates or Associates), at the address of such holder shown on the transfer books of the Company or the transfer agent for the Common Shares, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), Certificates evidencing one Right for each Common Share so held, subject to adjustment as provided herein. Receipt of a Rights Certificate by any Person will not preclude a later determination that all or part of the Rights represented thereby are null and void pursuant to Section 7(e). To the extent that a Section 11(a)(ii) Event has also occurred, the Company may implement such procedures as it deems appropriate in its sole discretion to minimize the possibility that Rights are received by any Person whose Rights are null and void pursuant to Section 7(e). In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof11, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, will make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof)) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a)). As of and after the Distribution Date, the Rights will be evidenced solely by the Rights Certificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights CertificatesCertificates as shown on the transfer books of the Company or the transfer agent for the Rights (which may be the Rights Agent) will be the record holders thereof. The Company shall will promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by provided to the Rights Agent, the Rights Agent it may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyrequested, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached A hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i11(a)(i) or Section 11(p11(i) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the request and expense of the Company, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Record Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyinformation, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, a Rights Certificate in substantially the form of Exhibit B attached hereto to this Agreement (the “Rights Certificates”a "RIGHTS CERTIFICATE"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.shall be the

Issuance of Rights Certificates. (a) Until the Distribution Date earlier of (i) the Close of Business on the tenth (10th) Business Day after the Shares Acquisition 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 of Directors prior to such time as any Person becomes an Acquiring Person) after the date that a tender or exchange offer by any Person (other than an Exempted Entity) is first published or sent or given within the meaning of Rule 14d-2 of the Exchange Act Regulations or any successor rule if, upon consummation thereof, such Person would become an Acquiring Person (the earlier of (i) and (ii) being herein referred to as the “Distribution Date”), (x) the Rights will be evidenced (subject to the provisions of Section 3(b) and Section 3(c) hereof) by the certificates for Common Shares of the Company (or the book entry credits that represent the Common Shares of the Company) registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, book-entry credits shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (iiy) the Rights will be transferable only in connection with the transfer of the underlying Common Shares of the Company (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall notify the Rights Agent thereof and shall prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent willby first-class, if so requested and provided with all necessary information and documents willinsured, at the expense of the Company, send), in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares of the Company as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) Sections 11, 12 or Section 11(p) 13 hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, may make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) 14 hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will shall be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form ("Book Entry Shares"), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of shares of Common Shares (including a Stock shall also constitute the transfer to of the Company)Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign (in manual or facsimile form), and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, in the discretion of the Rights Agent, at the expense of the Company, send)send or cause to be sent) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)hereto, evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Rights Agreement. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the balances indicated in the book entry account system of the transfer agent for Common Shares registered in the names of the holders thereof (which Common Shares will also be deemed to represent certificates for Rights) or, in the case of certificated shares, by the certificates for Common Shares registered in the names of the holders of the Common Shares (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with a shareholder list and all necessary information and documents will, at the expense of the Companyrelevant information, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “a Rights Certificates”), Certificate evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional RightsRights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of shares of Common Shares (including a Stock shall also constitute the transfer to of the Company)Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign (in manual, facsimile, or other electronic form), and the Company will send or cause to be sent (and ( or the Rights Agent willshall, if requested to do so requested by the Company and provided with all necessary information and documents willdocumentation, at in form and substance reasonably satisfactory to the expense of the CompanyRights Agent, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)hereto, evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Rights Agreement. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) a. Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereofof this Agreement) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the request and expense of the Company, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Record Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the a “Rights CertificatesCertificate”), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereofof this Agreement, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereofof this Agreement) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares Units registered in the names of the holders thereof or, in the case of uncertificated Common Units registered in book entry form (“Book Entry Units”), by notation in book entry accounts reflecting the ownership of such Common Shares Units (which certificates for Common Shares and Book Entry Units, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Units. Until the underlying Common Shares (including a earlier of the Distribution Date, or the Expiration Date, the surrender for transfer to of such Unit certificates shall also constitute the Company)surrender for transfer of the Rights associated with the Units represented thereby. As soon as practicable after the Distribution Date, the Company shall Partnership will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company Partnership will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyrequested, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares Units as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Partnership, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “a Rights Certificates”), Certificate evidencing one Right for each Common Share Unit so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share Unit has been made pursuant to Section 11(i11(a)(i) or Section 11(p11(i) hereof, then at the time of distribution of the Rights Certificates, the Company Partnership shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred solely by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Units, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Partnership or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date (i) the Rights will be evidenced (subject to Section 3(b) and Section 3(c) hereof) (x) by the certificates for the Common Shares registered in the names of the record holders of the Common Shares thereof (which certificates for Common Shares shall be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the record holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights), (y) by the certificates for the Warrants (or, by notations in the respective Book Entry accounts for the Warrants), or (z) by the certificates for the Existing Preferred Stock (or, by notations in the respective Book Entry accounts for the Existing Preferred Stock), and in each case not by separate certificates, and the registered holders of the Common Shares Shares, Warrants or Existing Preferred Stock shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying Common Shares Shares, Warrants and shares of the Existing Preferred Stock, as applicable (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall prepare and execute, and upon the written request of the Company and upon the Company’s provision of customary opinions of counsel to the Rights Agent, the Rights Agent shall countersign and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Company, send), in accordance with Section 26 27 hereof, to each record holder of the Common Shares Shares, the Warrants and the Existing Preferred Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person of an Acquiring Person), one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights CertificatesCertificate”), evidencing one Right for each Common Share so heldheld or one Right for each Common Share that each such record holder of Warrants or Existing Preferred Stock would be entitled to receive if such record holder’s Warrants or Existing Preferred Stock were fully exercised for or convertible into Common Shares, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. Notwithstanding anything in this Agreement to the contrary, if, at any time after the date hereof and prior to the Distribution Date, the number of Common Shares issuable upon exercise of the Warrants or upon conversion of any shares of the Existing Preferred Stock is adjusted pursuant to their respective terms, then the number of Rights associated with such Warrants or shares of Existing Preferred Stock shall be proportionately adjusted so that the number of Rights thereafter associated with such Warrants or shares of Existing Preferred Stock equals the result obtained by multiplying the number of Common Shares issuable upon exercise of such Warrants or upon conversion of such shares of Existing Preferred Stock by the number of Rights associated with each Common Share then outstanding. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form ("Book Entry Shares"), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of shares of Common Shares (including a Stock shall also constitute the transfer to of the Company)Rights associated with such shares of Common Stock. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign (in manual or facsimile form), and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, in the discretion of the Rights Agent, at the expense of the Company, send)send or cause to be sent) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)A hereto, evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Restated Rights Agreement. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders thereof or, in the case of uncertificated Common Shares registered in book-entry form (“Book Entry Shares”), by notation in book entry accounts reflecting the ownership of such Common Shares (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the transfer of Common Shares (including a shall also constitute the transfer to of the Company)Rights associated with such Common Shares. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign (in manual or facsimile form), and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, in the discretion of the Rights Agent, at the expense of the Company, send)send or cause to be sent) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Shares, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)A hereto, evidencing one Right for each Common Share so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Restated Rights Agreement. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the shares of Common Shares Stock registered in the names of the holders thereof or, in the case of uncertificated shares of Common Stock registered in book-entry form ("Book Entry Shares"), by notation in book entry accounts reflecting the ownership of such shares of Common Shares Stock (which certificates for Common Shares and Book Entry Shares, as applicable, shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of shares of Common Stock. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of certificates for shares of Common Shares (including a Stock shall also constitute the surrender for transfer to of the Company)Rights associated with the shares of Common Stock represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents willdocuments, in the discretion of the Rights Agent, at the expense of the Company, send)send or cause to be sent) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the shares of Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company, or any Related Person of an Acquiring Person)the transfer agent or registrar for the Common Stock, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”)hereto, evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein, other than to any Acquiring Person or Associates or Affiliates thereof, pursuant to Section 11(a)(ii) of this Agreement. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights CertificatesCertificates and may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. The Company shall promptly notify the Rights Agent in writing upon of the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) Rights Certificates whether or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of not such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rightsbear the legend set forth in this Section 3) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the request and expense of the Company, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close of Business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit B attached hereto (the “a "Rights Certificates”Certificate"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(i11(a)(i) or Section 11(p11(i) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent in writing upon the occurrence Certificates as permitted hereby, separately and apart from any transfer of the Distribution Date. Until Common Shares, and the holders of such written notice is received by Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to Section the provisions of Sections 3(b) and Section 3(c) hereof) by the certificates for the Common Shares registered in the names of the holders of the Common Shares thereof (which certificates for Common Shares shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders, evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for RightsRights Certificates) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, Rights Certificates and (ii) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying earlier of the Distribution Date or the Expiration Date, the surrender for transfer of such certificates for Common Shares (including a shall also constitute the surrender for transfer to of the Company)Rights associated with the Common Shares represented thereby. As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall countersign will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if so requested and provided with all necessary information and documents will, at the expense of the Companyrequested, send)) by first-class, in accordance with Section 26 hereofpostage-prepaid mail, to each record holder of the Common Shares as of the Close close of Business business on the Distribution Date (other than an Acquiring Person or any Related Person Date, at the address of an Acquiring Person)such holder shown on the records of the Company, one or more rights certificatesa Rights Certificate, in substantially the form of Exhibit EXHIBIT B attached hereto (the “Rights Certificates”a "RIGHTS CERTIFICATE"), evidencing one Right for each Common Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11(a)(i), Section 11(i) or Section 11(p) hereof, then at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of one or more Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Distribution Date. Until such written notice is received by Company or any transfer agent or registrar for the Rights Agent, shall be the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurredrecord holders thereof.

Issuance of Rights Certificates. (a) Until the Distribution Date Date, (i) the Rights will be evidenced (subject to the provisions of paragraph (b) or (c) of this Section 3(b) and Section 3(c) hereof3) by the certificates balances indicated in the book-entry account system of the transfer agent for the Common Shares Stock registered in the names of the holders of the Common Shares Stock (which shares of Common Stock shall also be deemed to represent certificates for Rights) for uncertificated shares of Common Stock registered in book-entry form (the “Book Entry Shares”) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Shares Stock shall also be deemed also to be certificates for Rights) or by the Book Entry Common Shares registered in the name of the holders), evidenced by notation in accounts reflecting current ownership statements issued with respect to uncertificated Common Shares in lieu of such certificates (“Ownership Statements”) (which Book Entry Common Shares, including any Ownership Statements, shall be deemed also to be certificates for Rights) and not by separate certificates, and the registered holders of the Common Shares shall also be the registered holders of the associated Rights, and (ii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Shares Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Company shall will prepare and execute, and upon the written request of the Company, the Rights Agent shall will countersign (either by manual or facsimile signature), and the Company will send or cause to be sent (and the Rights Agent will, if so requested and if provided with all necessary and relevant information and documents will, at the expense of the Company, send)documents, in accordance with Section 26 hereofproper and complete form, as determined by the Rights Agent in its sole discretion) by first-class, postage-prepaid mail, to each record holder of the Common Shares Stock as of the Close of Business on the Distribution Date (other than an Acquiring Person Date, at the address of such holder shown on the records of the Company or any Related Person the transfer agent or registrar for the shares of an Acquiring Person)Common Stock, one or more rights certificates, in substantially the form of Exhibit B attached hereto (the “Rights Certificates”), evidencing one Right for each share of Common Share Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Share Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates evidencing representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred.