Common use of Notice of Certain Events Clause in Contracts

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the Company, or (vvii) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above of this paragraph at least 10 ten days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the Company, Company or (vvii) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above of this paragraph at least 10 ten days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Shares Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders holder of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Shares) then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case at any time or from time to time (i) the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay declare any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Common Stock, (ii) to offer the Company shall authorize the granting to the holders of its Preferred Common Stock of rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or optionsright, (iii) the Company shall authorize the issuance or sale of any other shares or rights which would result in an adjustment to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockNumber Issuable pursuant to Section 2(a)(i), (ii), or (iii), or (iv) to effect there shall be any capital reorganization or reclassification of Common Stock of the liquidationCompany or consolidation or merger of the Company with or into another Person, dissolution or winding up any sale or other disposition of all or substantially all the assets of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock there shall be a voluntary or to effect a subdivisioninvoluntary dissolution, combination liquidation or consolidation winding up of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock)Company, then, in each any one or more of such case, cases the Company shall give mail to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the Holder at such proposed action, which shall specify Holder's address as it appears on the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders transfer books of the Common Stock and/or Preferred StockCompany, if as promptly as practicable but in any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, event at least 10 days prior to the date of on which the taking transactions contemplated in Section 2(a)(i), (ii), or (iii), a notice stating (a) the date on which a record is to be taken for the purpose of such proposed action dividend, distribution, rights or warrants or, if a record is not to be taken, the date as of participation therein by which the holders of record of either Common Stock to be entitled to such dividend, distribution, rights or warrants are to be determined, or (b) the date on which such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up is expected to become effective. Such notice also shall specify the date as of which it is expected that the holders of record of the Common Stock and/or Preferred Stock, whichever shall be entitled to exchange the earlier. The failure to give notice required by this Section 25 Common Stock for shares of stock or any defect therein shall not affect the legality other securities or validity of the action taken by the Company property or the vote cash deliverable upon any such actionreorganization, reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock securities of the Company of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of its shares of Preferred Stock (other than a regular quarterly periodic cash dividend), or (ii) to offer to the holders of its shares of Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or securities convertible into shares of stock of any class Preferred Stock, or any other securities, rights or options, (iii) to effect any reclassification of its shares of Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, (i) the Company shall give to each holder of a Right CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which notice shall specify the record date for proposed event and the purposes consequences of the event to the holders of Rights under Section 11(a), Section 12 or Section 14 hereof, as the case may be, and, upon consummating such dividend transaction, shall similarly give notice thereof to each holder of Rights and (ii) all references in the preceding paragraph (a) to Preferred Stock shall be deemed thereafter referred to Common Stock or distribution or offering of rights or other securities, as appropriate warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i), (ii) or (iiv) above at least 10 20 days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 26 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its wholly owned Subsidiaries), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stockotherwise), then, in each such case, the Company shall give to each holder of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. If the Company shall, on or after the Distribution Date, propose (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or Shares, (b) to make any other distribution distribute to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iiic) to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (ive) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries), (f) to effect the liquidation, dissolution or winding up of the Company, Company or (vg) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(2) herein, to declare or pay any dividend or other distribution on the Common Stock Shares payable in Common Stock Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Shares) then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of, and record date for the purposes of for, such stock dividend or such distribution or offering of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, subdivision or combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Shares of the Company or the Preferred StockShares, or both, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares or of the Common Shares of the Company, as the case may be, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares or Common Stock and/or Preferred StockShares of the Company, as the case may be, whichever shall be the earlier. The failure to give notice required by this Section 25 or If any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 12(a)(2) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 28 hereof, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 12(a)(2) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of following the Distribution Date or the Stock Acquisition Date propose (ia) to declare or pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of the Preferred Stock or shares of stock share capital of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), or (ivd) to effect the liquidationany combination, dissolution consolidation or winding up merger into or with any other Person (other than a Subsidiary of the CompanyCompany in a transaction which complies with Section 11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Sections 11(n) hereof), or (ve) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment otherwise), or (f) to effect the liquidation, dissolution or winding up of dividends in Common Stock)the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder holders of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or of shares, distribution or offering of rights or warrantsRights, or the date on which such reclassification, combination, consolidation, merger, sale, transfer, liquidation', dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Preferred Stock and/or Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Stock and/or Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the its Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure In case a Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to give the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 26, a notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by occurrence of such event, which shall specify the Company or event and the vote upon any such actionconsequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly periodic cash dividend)dividend out of earnings or retained earnings or other than a special cash dividend declared at a time when there is no Acquiring Person out of earnings or retained earnings, or (iib) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred shares of Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or In case any defect therein shall not affect the legality or validity of the action taken by transactions set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall shall, at any time after the earlier of the Distribution Date or the Stock Acquisition Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), (v) to effect the liquidation, dissolution or winding winding-up of the Company, Company or (vvi) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, combination, subdivision, merger, sale, share exchange, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation winding-up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Series A Preferred Stock or to make any other distribution to the holders of its Series A Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Series A Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Series A Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Series A Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Series A Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Series A Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred shares of Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend or other distribution payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly monthly cash dividenddividend or distribution), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any Person (other than the Company or one or more of its wholly-owned Subsidiaries) or to two or more Persons which are Affiliates or Associates or are otherwise acting in concert, (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock Shares of the Company (by reclassification or otherwise than by payment of dividends or other distributions in Common StockShares of the Company), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section SECTION 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares of the Company, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares of the Company, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the Company, Company or (vvii) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above of this paragraph at least 10 ten days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common shares of Preferred Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or In case any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, (i) the Company or shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the vote upon any extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of following the Distribution Date or the Stock Acquisition Date propose (ia) to declare or pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of the Preferred Stock or shares of stock share capital of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), or (ivd) to effect the liquidationany combination, dissolution consolidation or winding up merger into or with any other Person (other than a Subsidiary of the CompanyCompany in a transaction which complies with Section 11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Sections 11(n) hereof), or (ve) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment otherwise), or (f) to effect the liquidation, dissolution or winding up of dividends in Common Stock)the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder holders of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or of shares, distribution or offering of rights or warrantsRights, or the date on which such reclassification, combination, consolidation, merger, sale, transfer, liquidation', dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Preferred Stock and/or Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Stock and/or Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days 37 prior to the date of the taking of such proposed action or the date of participation therein by the holders of the its Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure In case a Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to give the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 26, a notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by occurrence of such event, which shall specify the Company or event and the vote upon any such actionconsequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly periodic cash dividend)dividend out of earnings or retained earnings or other than a special cash dividend declared at a time when there is no Acquiring Person out of earnings or retained earnings, or (iib) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred shares of Common Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or In case any defect therein shall not affect the legality or validity of the action taken by transactions set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case at any time or from time to time (i) the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay declare any dividend payable in stock or any other distribution to all holders of any class Common Stock, (ii) the Company shall authorize the granting to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or optionsright, (iii) the Company shall authorize the issuance or sale of any other shares or rights which would result in an adjustment to effect any reclassification of its Preferred Stock the Number Issuable pursuant to Section 2(a)(i), (other than a reclassification involving only the subdivision ii) or combination of outstanding Preferred Stock(iii), (iv) to effect there shall be any capital reorganization or reclassification of Common Stock of the liquidationCompany or consolidation or merger of the Company with or into another Person, dissolution or any sale or other disposition of all or substantially all the assets of the Company or (v) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each any one or more of such case, cases the Company shall give mail to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the Holder at such proposed action, which shall specify Holder's address as it appears on the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders transfer books of the Common Stock and/or Preferred StockCompany, if as promptly as practicable but in any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, event at least 10 days prior to the date of on which the taking transactions contemplated in Section 2(a)(i), (ii) or (iii) a notice stating (a) the date on which a record is to be taken for the purpose of such proposed action dividend, distribution, rights or warrants or, if a record is not to be taken, the date as of participation therein by which the holders of record of either Common Stock to be entitled to such dividend, distribution, rights or warrants are to be determined or (b) the date on which such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up is expected to become effective. Such notice also shall specify the date as of which it is expected that the holders of record of the Common Stock and/or Preferred Stock, whichever shall be entitled to exchange the earlier. The failure to give notice required by this Section 25 Common Stock for shares of stock or any defect therein shall not affect the legality other securities or validity of the action taken by the Company property or the vote cash deliverable upon any such actionreorganization, reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of one hundred twenty-five percent (125%) of the rate of the last regular periodic cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or combination split of the outstanding Preferred shares of Common Stock), or (ivd) to effect any consolidation, combination or merger with or into, or to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50%) of the assets or earning power of the Company and its subsidiaries, taken as a whole, to any other Person or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereofof this Agreement, a notice of such proposed action, which shall specify action specifying the record date for the purposes of such stock dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, combination, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by described in clause (ia) or (iib) above in this Section 25 at least 10 days ten (10) Business Days prior to the record date for determining the holders of the Preferred Common Stock for purposes of such action, and in the case of any other such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure Failure to give any such required notice required by this Section 25 or any defect therein prior to the Distribution Date shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.. In the case that any Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Shares Acquisition Date and the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares, or (other than a regular quarterly cash dividend), (iib) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than pursuant to a merger or other acquisition agreement of the type described in Section 1.3(ii)(A)(z)), or (e) to effect the liquidation, dissolution or winding up of the Company, or (vf) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Preferred Shares and/or Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares and/or Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure In case any event set forth in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to give the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice required by of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and Section 13, and (ii) all references in this Section 25 or any defect therein 24 to Preferred Shares shall not affect be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities. Notwithstanding anything in this Agreement to the legality or validity of contrary, prior to the action taken Distribution Date a filing by the Company or with the vote upon any such actionSecurities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares Preferred Shares at less than the current market price of the Preferred Stock Shares, or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any share exchange, consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(m) hereof), (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to the Rights Agent and (to the extent practicable) each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes purpose of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Shares or the Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Shares or the Preferred StockShares, whichever shall be the earlier. The failure In case any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to give each holder of a Right Certificate, in accordance with Section 26 hereof, a notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by occurrence of such event, which notice shall describe such event and the Company or the vote upon any consequences of such actionevent to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares) or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (ivtaken as a whole) to, any other Person, (v) to effect any statutory share exchange with the outstanding Common Stock of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the Company, Company or (vvii) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly periodic cash dividend), dividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid) or (iib) to offer to the holders of its Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockCommon Shares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (ia) or (iib) above above, at least 10 20 calendar days prior to the record date for determining holders of the Preferred Stock Common Shares for purposes of such action, and and, in the case of any such other action, at least 10 20 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure In case any Triggering Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to give notice required by this the Rights Agent and each holder of a Right Certificate, in accordance with Section 25 or any defect therein shall not affect the legality or validity hereof, a notice of the action taken by occurrence of such event, which shall specify the Company or event and the vote upon any such actionconsequences of the event to holders of Rights.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, as promptly as reasonably practicable, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Rights Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Series A Preferred Stock or to make any other distribution to the holders of its Series A Preferred Stock (other than a regular quarterly cash dividend), dividend out of earnings or retained earnings of the Company) or (ii) to offer to the holders of its Series A Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Series A Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Series A Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Series A Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on in which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Series A Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the shares of Series A Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common shares of Series A Preferred Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time propose, after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with (other than a merger of a Subsidiary into or with the Company), to effect any share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, Shares if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the Company, or (vvii) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) NOTICE OF DIVIDEND PAYMENT, DISTRIBUTION OF RIGHTS OR WARRANTS, RECLASSIFICATION, CONSOLIDATION, MERGER, SALE, LIQUIDATION, ETC. In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right CertificateRights Certificate and to the Rights Agent, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case If the Company shall proposes at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividend), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), or (iv) to effect any consolidation or merger into or with, or to effect any sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale, mortgage or other transfer), in one transaction or a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the last sentence of Section 11(n)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, ) then in each such case, the Company shall give to each holder of a Right CertificateCertificate and to the Rights Agent, in accordance with Section 26 hereof26, a notice of such that proposed action, which shall specify that specifies the record date for the purposes of such dividend or that share dividend, distribution or offering of rights or warrants, or the date on which such that reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or or Preferred Stock, if any such record date is to be fixed, and such that notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Stock for purposes of such that action, and in the case of any such other similar action, at least 10 twenty (20) days prior to the date of the taking of such that proposed action or the date of participation therein by the holders of the Common Stock and/or or Preferred Stock, whichever is earlier; but no notice shall be the earlier. The failure required pursuant to give notice required by this Section 25 or if any defect therein shall not affect the legality or validity Subsidiary of the action taken by Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company or in a manner not inconsistent with the vote upon any such actionprovisions of this Agreement.

Notice of Certain Events. If, at any time prior to the expiration of this Warrant, (ai) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay declare any dividend on the Common Stock payable in cash or shares of Common Stock, Common Stock or to effect a subdivision, combination or consolidation capital stock of the Common Stock Company; or (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, ii) the Company shall give authorize the issuance to each holder all holders of a Right Certificateshares of Common Stock of rights, in accordance with Section 26 hereofoptions, a notice or warrants to subscribe for or purchase shares of such proposed action, which shall specify the record date for the purposes Common Stock or Common Stock or of such dividend or distribution or offering of any other subscription rights or warrants; or (iii) the Company shall authorize the distribution to all holders of shares of Common Stock evidences of its indebtedness or assets; or (iv) the Board of Directors of the Company shall have approved any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or lease of all or substantially all of the assets of the Company or any reclassification or change of Common Stock issuable upon exercise of this Warrant (other than a change in par value or as a result of a subdivision or combination), or a tender offer or exchange offer for shares of Common Stock; or (v) the voluntary or involuntary dissolution, liquidation, or winding up of the Company occurs; or (vi) the Company proposes to take any action that would require an adjustment in the number or kind of securities issuable upon exercise of this Warrant pursuant to this Section 8; then the Company shall cause to be given to the Holder, at least twenty (20) calendar days prior to the applicable record date specified, or promptly in the case of events for which there is no record date, a written notice stating (A) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such dividends, rights, options, warrants, or distribution are to be determined, or (B) the initial expiration date set forth in any tender offer or exchange offer for shares of Common Stock, or (C) the date on which any such liquidationconsolidation, merger, sale, lease, reclassification, change, dissolution, liquidation, or winding upup is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares of Common Stock shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such consolidation, merger, sale, transfer, lease, reclassification, subdivisionchange, combination dissolution, liquidation, or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such actionwinding up.

Notice of Certain Events. (a) In case the Company shall proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class or series to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), ; (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), ; (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which is not prohibited by Section 11(n) hereof) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50%) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions none of which is prohibited by Section 11(n) hereof); or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each registered holder of a Right Rights Certificate, to the extent feasible, and to the Rights Agent in accordance with Section 26 27 hereof, a written notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common shares of Preferred Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such actionaction and, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, whichever is earlier; provided, however, that no such action shall be the earlier. The failure taken pursuant to give notice required by this Section 25 26(a) that will or would conflict with any defect therein shall not affect the legality or validity provision of the action taken by Certificate of Incorporation; provided, further, that no such notice is required pursuant to this Section 26 if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earning power to, any other Subsidiary of the vote upon any such actionCompany.

Notice of Certain Events. If the Company proposes at any time (a) In case the Company shall at to declare any time after the earlier dividend or distribution upon any class or series of the Distribution Date its preferred stock, whether in cash, property, stock, or the Stock Acquisition Date propose other securities and whether or not a regular cash dividend; (ib) to pay any dividend payable in stock of any class offer for subscription pro rata to the holders of its Preferred Stock any class or to make any other distribution to the holders series of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase stock any additional shares of Preferred Stock or shares of stock of any class or any series or other securities, rights or options, rights; (iiic) to effect any reclassification or recapitalization of Preferred Stock or any of its Preferred Stock preferred stock; (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (ivd) to effect merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or to liquidate, dissolve or wind up; or (e) offer holders of registration rights the liquidation, dissolution or winding up opportunity to participate in an underwritten public offering of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock)’s securities for cash, then, in connection with each such caseevent, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a Holder (1) at least 10 days prior written notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which a record will be taken for such liquidationdividend, dissolutiondistribution, winding up, reclassification, subdivision, combination or consolidation is to take place subscription rights (and specifying the date of participation therein by on which the holders of the Common Preferred Stock and/or Preferred Stockwill be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in clause (a) and such notice shall be so given clause (b) above; (2) in the case of any action covered by the matters referred to in clause (ic) or and clause (iid) above at least 10 days prior to written notice of the record date for determining when the closing of the same will take place (and specifying the date on which the holders of Preferred Stock, or preferred stock as the case might be, will be entitled to exchange their Preferred Stock for purposes securities or other property deliverable upon the occurrence of such action, event); and (3) in the case of any such other actionthe matter referred to in clause (e) above, at least 10 days prior the same notice as is given to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earliersuch registration rights. The failure to give notice required by rights set forth in this Section 25 3.2 shall terminate and be of no further force or any defect therein shall not affect effect upon the legality or validity earliest to occur of (i) the closing of the action taken by IPO (other than clause (e), which shall survive until the occurrence of either (ii) or (iv)), (ii) the closing of an Acquisition, (iii) the Company becoming subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than clause (e), which shall survive until the occurrence of either (ii) or (iv)) or (iv) the vote upon any such actionHolder no longer holding this Warrant (as a result of it being exercised in full or otherwise).

Notice of Certain Events. (a) In case If the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of record of its Preferred Stock Stock, options, warrants or other rights or warrants to subscribe for or to purchase (including any additional security convertible into or exchangeable for Preferred Stock) any shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50 % of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the record date of for determining participation therein by the holders of record of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to before the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to before the date of the taking of such proposed action or the date of participation therein by the holders of record of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common shares of Preferred Stock and/or Preferred Stock, whichever shall be the earlier. In case any Triggering Event shall occur, then, in any such case, the Company or the Principal Party, as the case may be, shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such 38 event, which shall specify the event and the consequences of the event to holders of Rights under Sections 11(a)(ii) or 13(a) hereof, as the case may be. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n), hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time propose, after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with (other than a merger of a Subsidiary into or with the Company), to effect any share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, Shares if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockComon Shares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision or combination split of outstanding shares of Preferred Stock), (iv) to effect any consolidation, combination or merger into or with any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof) or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, combination, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case at any time or from time to time (i) the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay declare any dividend payable in stock or any other distribution to all holders of any class Common Stock, (ii) the Company shall authorize the granting to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or optionsright, (iii) the Company shall authorize the issuance or sale of any other shares or rights which would result in an adjustment to effect any reclassification of its Preferred Stock the Number Issuable pursuant to Section 2(a)(i), (other than a reclassification involving only the subdivision ii) or combination of outstanding Preferred Stock(iii), (iv) to effect there shall be any capital reorganization or reclassification of Common Stock of the liquidationCompany or consolidation or merger of the Company with or into another Person, dissolution or any sale or other disposition of all or substantially all the assets of the Company or (v) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each any one or more of such case, cases the Company shall give mail to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the Holder at such proposed action, which shall specify Holder’s address as it appears on the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders transfer books of the Common Stock and/or Preferred StockCompany, if as promptly as practicable but in any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, event at least 10 days prior to the date of on which the taking transactions contemplated in Section 2(a)(i), (ii) or (iii) a notice stating (a) the date on which a record is to be taken for the purpose of such proposed action dividend, distribution, rights or warrants or, if a record is not to be taken, the date as of participation therein by which the holders of record of either Common Stock to be entitled to such dividend, distribution, rights or warrants are to be determined or (b) the date on which such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up is expected to become effective. Such notice also shall specify the date as of which it is expected that the holders of record of the Common Stock and/or Preferred Stock, whichever shall be entitled to exchange the earlier. The failure to give notice required by this Section 25 Common Stock for shares of stock or any defect therein shall not affect the legality other securities or validity of the action taken by the Company property or the vote cash deliverable upon any such actionreorganization, reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares Preferred Shares at less than the current market price of the Preferred Stock Shares, or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification BACK involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the earlier of the Distribution Date or the Stock Shares Acquisition Date Date, propose (i) to pay any dividend payable in stock shares of any class to the holders of its the Preferred Stock Shares or to make any other distribution to the holders of its the Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock Shares or Class A Common Shares payable in Common Stock Shares or Class A Common Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares or Class A Common Shares (by reclassification or otherwise than by payment of dividends in Common StockShares or Class A Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock Shares/Class A Common Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its wholly owned Subsidiaries), or (v) to effect any statutory share exchange with outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or money or other property, or (vi) to effect the liquidation, dissolution or winding up of the Company, or (vvii) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stockotherwise), then, in each such case, the Company shall give to each holder of a Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, exchange, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose to (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, Company or (v) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination combination, consolidation or consolidation winding up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice as required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon approval of any such action.

Notice of Certain Events. If the Company shall, on or after the Distribution Date, propose (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or Shares, (b) to make any other distribution distribute to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iiic) to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (ive) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries), (f) to effect the liquidation, dissolution or winding up of the Company, Company or (vg) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(2) herein, to declare or pay any dividend or other distribution on the Common Stock Shares payable in Common Stock Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Shares) then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of, and record date for the purposes of for, such stock dividend or such distribution or offering of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, subdivision or combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Shares of the Company or the Preferred StockShares, or both, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares or of the Common Shares of the Company, as the case may be, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares or Common Stock and/or Preferred StockShares of the Company, as the case may be, whichever shall be the earlier. The failure to give notice required by this Section 25 or If any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 12(a)(2) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 28 hereof, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 12(a)(2) hereof.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of its shares of Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of one hundred and twenty-five percent of the rate of the last periodic cash dividend theretofore paid), (iib) to offer to the holders of its shares of Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent of the assets or earning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (ia) or (iib) above above, at least 10 ten calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and and, in the case of any such other action, at least 10 ten calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or In case any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 11(a)(ii) or Section 13(a) shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to the vote upon any Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a notice of the occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision or combination split of outstanding shares of Preferred Stock), (iv) to effect any consolidation, combination or merger into or with any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets, earning power or cash flow of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof) or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, action which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, combination, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or of the Company or the holders of the shares of Convertible Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the shares of Common Stock of the Company or the holders of the shares of Convertible Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or of the Company or the holders of the shares of Convertible Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Share Acquisition Date propose Date, (i) to effect any of the transactions referred to in Section 11(a) (i) hereof or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of record of its Preferred Stock Stock, options, warrants or other rights or warrants to subscribe for or to purchase (including any additional security convertible into or exchangeable for Preferred Stock) any shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50 % of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the record date of for determining participation therein by the holders of record of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Series E Preferred Stock or to make any other distribution to the holders of its Series E Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings or the Company), or (ii) to offer to the holders of its Series E Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Series E Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Series E Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Series E Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Series E Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Series E Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common shares of Series E Preferred Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity validly of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the Company, or (vvii) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Junior Preferred Stock or to make any other distribution to the holders of its Junior Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Junior Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Junior Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to declare or pay any dividend on the Common Stock shares of any class or series of Ordinary Shares payable in Common Stock the shares of any class or series of Ordinary Shares or to effect a subdivision, combination or consolidation of the Common Stock shares of any class or series of Ordinary Shares (by reclassification or otherwise than by payment of dividends in Common StockOrdinary Shares), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible, and to the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination combination, consolidation or consolidation winding up is to take place and the date of participation therein by the holders of the Common Stock Ordinary Shares and/or Junior Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Ordinary Shares and/or Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred shares of Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale, lease or other transfer of all or substantially all the Company’s assets to any other Person or Persons (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of record of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred shares of Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered described by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of Company, following the Distribution Date or the Stock Acquisition Date Date, shall propose (i) to pay any dividend payable in stock of any class or series to the holders of its Preferred Company Common Stock or to make any other distribution to the holders of its Preferred Company Common Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Company Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Company Common Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Company Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Company Common Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than the Company and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Company Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Company Common Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Company Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of Company, following the Distribution Date or the Stock Acquisition Date Date, shall propose (i) to pay any dividend payable in stock of any class or series to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly cash dividend) or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class Common Shares or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than the Company and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, Shares if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. (b) In case any of the events set forth in Section 11(a)(ii) (except for an event described in the second paragraph of that Section) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under the second paragraph of Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case at any time or from time to time the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Common Stock, (ii) to or shall offer for subscription pro rata to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securitiesright, rights or options, (iii) to effect there shall be any capital reorganization or reclassification of the Common Stock of the Company or merger of the Company with or into another corporation, or any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, or there shall be contemplated or proposed by the Company or its Preferred Stock (other than Board of Directors, or there shall be a reclassification involving only the subdivision voluntary or combination of outstanding Preferred Stock)involuntary dissolution, (iv) to effect the liquidation, dissolution liquidation or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, any one or more of said cases the Company shall give to each holder at least twenty days prior written notice (five days after the date of a Right Certificate, in accordance with Section 26 hereof, a notice mailing of such proposed action, which notice shall specify be deemed to be the record date for time of giving thereof) to the purposes registered Holder of such dividend or distribution or offering the Note at the address(es) as shown on the books of rights or warrants, or the Company as of the date on which (i) the books of the Company shall close or a record shall be taken for such liquidationstock dividend, distribution or subscription rights (ii) such reorganization, reclassification, merger, sale or conveyance, dissolution, liquidation or winding upup shall take place, reclassification, subdivision, combination or consolidation is to take place and as the case may be. Such notice shall also specify the date as of participation therein by which the holders of the Common Stock and/or Preferred Stockof record shall participate in said dividend, if any such date is to be fixed, and such notice distribution or subscription rights or shall be so given entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be, or the latest date on which the Holder of any action covered by clause (i) or (ii) above at least 10 days prior the Note may elect to convert this Note into Common Stock pursuant to the record date for determining holders provisions of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action2.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Units or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vvi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such caseto the extent feasible, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date Record Date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten days prior to the record date Record Date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. If the Company shall, on or after the Distribution Date, propose (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Shares, (iib) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights rights, options or optionswarrants, (iiic) to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (ive) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries), (f) to effect the liquidation, dissolution or winding up of the Company, Company or (vg) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section l2(a)(ii) herein, to declare or pay any dividend or other distribution on the Common Stock Shares payable in Common Stock Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Stock Preferred Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Shares) then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of the Company of, and record date for the purposes of for, such stock dividend or such distribution or offering of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, subdivision or combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, Shares of the Company if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b), (c) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares of the Company, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares of the Company, whichever shall be the earlier. The failure to give notice required by this Section 25 or If any defect therein shall not affect the legality or validity of the action taken by events set forth in Section l2(a)(ii) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to the vote upon any Rights Agent and to each holder of a Right Certificate, in accordance with Section 27 hereof, a notice of the occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section l2(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of following the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or In case any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 25, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common shares of Preferred Stock and/or Preferred Stock, whichever shall be the earlier. In case any Triggering Event shall occur, then, in any such case, the Company or the Principal Party, as the case may be, shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Sections 11(a)(ii) or 13(a) hereof, as the case may be. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after or from time to time the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay Partnership shall declare any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Common Units, (ii) to offer or shall authorize the granting to the holders of its Preferred Stock rights Common Units of rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock equity interests of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Companyright, or (v) shall authorize the issuance or sale of any other equity interests or rights which would result in an adjustment to pay the Number Issuable, or shall commence an exchange offer or tender offer for Common Units, or there shall be any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock)Transaction, then, in each any one or more of such casecases, the Company Partnership shall give mail (or e-mail) to each holder the Holder at the Holder’s address as it appears on the transfer books of a Right Certificatethe Partnership, as promptly as practicable (but in accordance with Section 26 hereofany event no later than the date that is ten (10) Business Days prior to the earliest to occur of the record date, the effective date or the commencement date of any of the foregoing), a notice of such proposed action, stating (a) the date on which shall specify the a record date is to be taken for the purposes purpose of such dividend or distribution grant of distribution, rights, options or offering warrants or, if a record is not to be taken, the date as of rights which the holders of the Common Units of record to be entitled to such dividend, distribution, rights, options or warrantswarrants are to be determined, (b) the date of issuance of such equity interests or rights, (c) the date of the commencement of any such exchange offer or tender offer and the Offer Expiration Date, or (d) the date on which such liquidationTransaction is expected to become effective. Until such time that the Partnership publicly discloses the information that is the subject of any notice provided pursuant to this Section 3, dissolutionthe Holder shall keep (and shall cause its agents and Affiliates to keep) such notice and its contents confidential and shall not publicly disclose (and shall cause its agents and Affiliates not to publicly disclose) such notice or its contents to any person (provided that the Holder may disclose such notice and its contents to its agents, winding upAffiliates and advisors for the purpose of seeking financial, reclassificationlegal or other advice reasonably related to such notice and its contents, subdivision, combination or consolidation is to take place and the Holder and its agents, Affiliates and advisors may disclose such notice and its contents as may be required by law, regulation or court order). In case of any event described in Section 2(b), such notice also shall specify the date as of participation therein by which it is expected that the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice Units of record shall be so given in the case of any action covered by clause (i) entitled to exchange their Common Units for equity interests or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of other securities or property or cash deliverable upon such actionreorganization, and in the case of any such other actionreclassification, at least 10 days prior to the date of the taking of such proposed action consolidation, merger, sale or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such actionconveyance.

Notice of Certain Events. If (aA) In case the Company shall at any time after the earlier of the Distribution Date declare a dividend (or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution in whatever form) on the Common Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Shares, (C) the Company shall authorize the granting to the all holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Common Share rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Common Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Shares are converted into other securities, rights cash or optionsproperty, or (iiiE) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision Company shall authorize the voluntary or combination of outstanding Preferred Stock)involuntary dissolution, (iv) to effect the liquidation, dissolution liquidation or winding up of the affairs of the Company, or (v) in each case prior to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation later of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock)Adjustment Termination Date and the Adjustment Satisfaction Date, then, in each such case, the Company shall give cause to be mailed to each holder of a Right CertificatePurchaser at its last address, in accordance with Section 26 hereofat least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such proposed actiondividend, which shall specify the record date for the purposes of such dividend or distribution or offering of distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such liquidation, dissolution, winding up, reclassification, subdivisionconsolidation, combination merger, sale, transfer or consolidation share exchange is expected to take place become effective or close, and the date as of participation therein by the which it is expected that holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice Shares of record shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior entitled to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders exchange their shares of the Common Stock and/or Preferred StockShares for securities, whichever shall be cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the earlier. The failure to give mail such notice required by this Section 25 or any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action taken by required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the vote upon any Subsidiaries, the Company shall simultaneously file such actionnotice with the Commission pursuant to a Current Report on Form 8-K. Each Purchaser shall remain entitled to receive the Estimated Adjustment Shares and Adjustment Shares, as applicable, during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Notice of Certain Events. (a) In case Notwithstanding the Company shall foregoing or any other rights of the Bank pursuant to the provisions of this CD, if at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class Borrower shall offer for subscription to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase Ordinary Shares any additional shares of Preferred Stock any class, other rights or any equity security of any kind, or there shall be any capital reorganization or reclassification of the capital shares of stock the Borrower, or consolidation or merger of any class the Borrower with, or any other securities, rights sale of all or options, (iii) to effect any reclassification substantially all of its Preferred Stock (other than assets to another person or there shall be a reclassification involving only the subdivision voluntary or combination of outstanding Preferred Stock)involuntary dissolution, (iv) to effect the liquidation, dissolution liquidation or winding winding-up of the CompanyBorrower, or (v) to pay any dividend on the Common Stock payable other transaction described in Common Stock or to effect a subdivision, combination or consolidation Section 5 above of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock)this CD, then, in each such caseany one or more of said cases, the Company Borrower shall give the Bank written notice, by first class mail, postage prepaid, addressed to each holder the Bank at the address of a Right Certificatethe Bank as shown on the books of the Borrower, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) a record shall be taken for such subscription rights or (ii) above at least 10 such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up shall take place, as the case may be. Such notice shall also specify the date as of which the holders of record of Ordinary Shares shall participate in such subscription rights, or shall be entitled to exchange their Ordinary Shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, as the case may be. Such written notice shall be given by not later than seven (7) business days prior to the action in question and by not later than seven (7) business days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such actionrespect thereto.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred shares of Common Stock or to make any other distribution to the holders of its Preferred shares of Common Stock (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred shares of Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, options or (iiic) to effect any reclassification of its Preferred the Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred shares of Common Stock) or (d) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction that does not violate Section 11(n)) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person (other than the Company or any of its Subsidiaries in one or more transactions, each of which does not violate Section 11(n) or in a transaction that may be effected without notice to or approval of or consent by the holders of at least a majority of the outstanding shares of Common Stock), or (ive) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right CertificateCertificate and to the Rights Agent, in accordance with Section 26 hereof25, a notice of such proposed action, action which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case at any time or from time to time after the Issue Date the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay declare any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Common Stock, (ii) to offer or shall authorize the granting to the holders of its Preferred Common Stock of rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securitiesright, or shall authorize the issuance or sale of any other shares or rights which would result in an adjustment to the Number Issuable pursuant to Section 2(a)(i), (ii) or options, (iii) or would result in a Special Distribution pursuant to effect Section 2(c) hereof, or there shall be any capital reorganization or reclassification of its Preferred the Common Stock (of the Company or consolidation or merger of the Company with or into another Person, or any sale or other than disposition of all or substantially all the assets of the Company, or there shall be a reclassification involving only the subdivision voluntary or combination of outstanding Preferred Stock)involuntary dissolution, (iv) to effect the liquidation, dissolution liquidation or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in any one or more of such cases the Company shall mail to each holder of the Warrants evidenced hereby at such caseholder's address as it appears on the transfer books of the Company, as promptly as practicable but in any event at least 15 days prior to the applicable date hereinafter specified, a notice stating (a) the date on which a record is to be taken for the purpose of such dividend, distribution, rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, (b) the issue date (as defined in Section 2(a)(ii) hereof) or (c) the date on which such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up is expected to become effective; PROVIDED that in the case of any event to which Section 2(b) applies, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a at least ten Business Days' prior written notice of such proposed action, which as aforesaid. Such notice also shall specify the date as of which it is expected that the holders of Common Stock of record date shall be entitled to exchange their Common Stock for the purposes shares of stock or other securities or property or cash deliverable upon such dividend or distribution or offering of rights or warrantsreorganization, or the date on which such liquidationreclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (e) to effect the liquidation, dissolution or winding up of the Company, or (vf) to declare or pay any dividend on the any series of Common Stock Shares payable in Common Stock Shares of the same series or to effect a subdivision, combination or consolidation of the any series of Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares on the Common Shares of the same series), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares In case any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, if then, in any such date is to be fixedcase, and such notice shall be so given in the case of any action covered by clause (i) or the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 25 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and all references in the case of any such other action, at least 10 days prior preceding paragraph to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever Shares shall be the earlier. The failure deemed thereafter to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such actionrefer to Common Shares and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case at any time or from time to time the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay declare any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Common Stock, (ii) to offer or shall authorize the granting to the holders of its Preferred Common Stock of rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securitiesright, or shall authorize the issuance or sale of any other shares or rights that would result in an adjustment to the Exercise Price pursuant to Section 2(a) or optionswould result in a Special Distribution described in Section 2(d), (iii) to effect or there shall be any capital reorganization or reclassification of its Preferred the Common Stock (or consolidation or merger of the Company with or into another Person, or any sale or other than disposition of all or substantially all the assets of the Company, or there shall be a reclassification involving only the subdivision voluntary or combination of outstanding Preferred Stock)involuntary dissolution, (iv) to effect the liquidation, dissolution liquidation or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each any one or more of such case, cases the Company shall give mail to each holder Holder of a Right Certificatethe Warrants evidenced hereby at such Holder’s address as it appears on the transfer books of the Company, as promptly as practicable but in accordance with Section 26 hereofany event at least 10 Business Days prior to the applicable date hereinafter specified, a notice stating (a) the date on which a record is to be taken for the purpose of such proposed actiondividend, distribution, rights or warrants or, if a record is not to be taken, the date as of which shall specify the holders of Common Stock of record to be entitled to such dividend, distribution, rights or warrants are to be determined, (b) the issue date for the purposes of such dividend or distribution or offering of dividend, distribution, rights or warrants, warrants or (c) the date on which such liquidationreorganization, reclassification, consolidation, merger, sale, disposition, dissolution, liquidation or winding upup is expected to become effective. Such notice also shall specify the date as of which it is expected that the holders of Common Stock of record shall be entitled to exchange their Common Stock for shares of stock or other securities or property or cash deliverable upon such reorganization, reclassification, subdivisionconsolidation, combination merger, sale, disposition, dissolution, liquidation or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such actionwinding up.

Notice of Certain Events. If the Company shall, on or after the Distribution Date, propose (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or Shares, (b) to make any other distribution distribute to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, options,(c) to make any other distribution to the holders of its Preferred Shares (iiiother than a regular quarterly cash dividend),(d) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (ive) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries),(f) to effect the liquidation, dissolution or winding up of the Company, Company or (vg)if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(2) herein, to declare or pay any dividend or other distribution on the Common Stock Shares payable in Common Stock Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Shares) then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of, and record date for the purposes of for, such stock dividend or such distribution or offering of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, subdivision or combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Shares of the Company or the Preferred StockShares, or both, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares or of the Common Shares of the Company, as the case may be, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares or Common Stock and/or Preferred StockShares of the Company, as the case may be, whichever shall be the earlier. The failure to give notice required by this Section 25 or If any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 12(a)(2) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 28 hereof, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 12(a)(2) hereof.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of following the Distribution Date or the Stock Acquisition Date propose Date: (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125 percent of the rate of the last cash dividend theretofore paid), ; (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), ; (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction or transactions that comply with SECTION 11(o) hereof); (v) to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50 percent of the assets or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person (other than a Subsidiary of the Company in a transaction or transactions that comply with SECTION 11(o) hereof); or (vi) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereofSECTION 25, a notice of such proposed action, which shall specify the record date for for, and the purposes of of, such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with SECTION 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section SECTION 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares Preferred Shares at less than the current market price of the Preferred Stock Shares, or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or BACK more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case If the Company shall at any time shall, on or after the earlier of ------------------------ the Distribution Date or the Stock Acquisition Date Date, propose (i) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or Shares, to make any other distribution distribute to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, to make any other distribution to the holders of its Preferred Shares (iii) other than a regular quarterly cash dividend), to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), to effect any consolidation or merger into or with, or to effect any sale or other transfer (ivor to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than the Company or a Wholly- Owned Subsidiary or Wholly-Owned Subsidiaries), to effect the liquidation, dissolution or winding up of the CompanyCompany or if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(2) herein, to declare or (v) to pay any dividend or other distribution on the Common Stock Shares payable in Common Stock Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Shares) then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of the Company of, and record date for the purposes of for, such stock dividend or such distribution or offering of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, subdivision or combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Shares of the Company or the Preferred StockShares, or both, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares or of the Common Shares of the Company, as the case may be, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares or Common Stock and/or Preferred StockShares of the Company, as the case may be, whichever shall be the earlier. The failure to give notice required by this Section 25 or If any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 12(a)(2) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 28 hereof, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 12(a)(2) hereof.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.for

Notice of Certain Events. (a) In case the Company shall shall, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, propose, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than fifty percent (50%) of the assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), (v) to effect the liquidation, dissolution or winding winding-up of the Company, Company or (vvi) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to the Rights Agent and, to the extent feasible, each holder of a Right Certificate, Rights Certificate and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, combination, subdivision, merger, sale, share exchange, transfer, liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation winding-up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. If, at any time prior to the expiration of this Warrant, (ai) In case the Company shall at declare any time after dividend on the earlier Company Common Stock payable in cash or shares of capital stock of the Distribution Date Company; or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) the Company shall authorize the issuance to offer to the all holders of its Preferred shares of Company Common Stock rights of rights, options, or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of the capital stock of any class the Company or of any other securities, subscription rights or options, warrants; or (iii) the Company shall authorize the distribution to effect all holders of shares of Company Common Stock evidences of its indebtedness or assets; or (iv) the Board (as defined below) shall have approved any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required, or any sale or lease of all or substantially all of the assets of the Company or any reclassification or change of its Preferred Stock the Warrant Shares issuable upon exercise of this Warrant (other than a reclassification involving only the change in par value or as a result of a subdivision or combination of outstanding Preferred Stockcombination), or a tender offer or exchange offer for shares of Company Common Stock; or (ivv) to effect the voluntary or involuntary dissolution, liquidation, dissolution or winding up of the CompanyCompany occurs; or (vi) the Company proposes to take any action that would require an adjustment in the number or kind of securities issuable upon exercise of this Warrant pursuant to this Section 2; then the Company shall cause to be given to the Holder, at least twenty (20) calendar days prior to the applicable record date specified, or promptly in the case of events for which there is no record date set by the Board therefor, a written notice stating (A) the date as of which the holders of record of shares of Company Common Stock are to be entitled to receive any such dividends, rights, options, warrants, or distribution is to be determined, or (vB) to pay the initial expiration date set forth in any dividend on the Common Stock payable in Common Stock tender offer or to effect a subdivision, combination or consolidation exchange offer for shares of the Common Stock (by reclassification or otherwise than by payment of dividends in Company Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or distribution or offering of rights or warrants, or (C) the date on which any such liquidationconsolidation, merger, sale, lease, reclassification, change, dissolution, liquidation, or winding upup is expected to become effective or consummated, and the date as of which it is expected that holders of record of shares shall be entitled to exchange such shares for securities or other property, if any, deliverable upon such consolidation, merger, sale, transfer, lease, reclassification, subdivisionchange, combination dissolution, liquidation, or consolidation is to take place and winding up; provided, however, that the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give any such notice required by this Section 25 or any defect therein shall not affect the legality or validity of the any action taken by the Company or the vote upon any such actionCompany.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of the Shares Acquisition Date and the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last regular periodic cash dividend theretofore paid or, in case regular periodic cash dividends have not theretofore been paid, at a rate not in excess of 50% of the average net income per share of the Company for the four quarters ended immediately prior to the payment of such dividends, or a stock dividend on, or a subdivision, combination or reclassification of the Common Shares), or (iib) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (ivd) to effect the liquidationany consolidation or merger into or with, dissolution or winding up to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the Companyassets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (vf) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Preferred Shares and/or Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Preferred Shares and/or Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure In case any event set forth in Section 11.1.2 or Section 13 shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to give the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25, a notice required by of the occurrence of such event, which notice shall describe the event and the consequences of the event to holders of Rights under Section 11.1.2 and Section 13, and (ii) all references in this Section 25 or any defect therein 24 to Preferred Shares shall not affect be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities. Notwithstanding anything in this Agreement to the legality or validity of contrary, prior to the action taken Distribution Date a filing by the Company or with the vote upon any such actionSecurities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Rights, for purposes of this Agreement and no other notice need be given.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% of the assets and earning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons, (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation reclassification of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), Shares then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least 10 calendar days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred Stock, Shares whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v)to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the Company, or (vvii) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above of this paragraph at least 10 ten days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 ten days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. If (ai) In case the Company shall at any time after the earlier of the Distribution Date declare a dividend (or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to distribution) on the holders of its Preferred Stock (other than a regular quarterly cash dividend), Common Stock; (ii) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock; (iii) the Company shall authorize the granting to offer to the all holders of its Preferred the Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of capital stock of any class or of any rights; (iv) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, rights cash or optionsproperty; or (v) the Company shall authorize the voluntary or involuntary dissolution, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (iv) to effect the liquidation, dissolution liquidation or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation affairs of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), Company; then, in each such case, the Company shall give cause to be filed at each holder office or agency maintained for the purpose of a Right Certificateconversion of the Debentures, in accordance with Section 26 hereofand shall cause to be mailed to the Holder at its last addresses as they shall appear upon the stock books of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such proposed actiondividend, which shall specify the record date for the purposes of such dividend or distribution or offering of distribution, redemption, rights or warrants, or if a record is not to be taken, the date on as of which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is of record to be fixedentitled to such dividend, and such notice shall distributions, redemption, rights or warrants are to be so given in the case of any action covered by clause (i) determined, or (ii) above at least 10 days prior the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to the record date for determining holders of the Preferred Stock for purposes of such actionbecome effective or close, and in the case of any such other action, at least 10 days prior to the date as of the taking of such proposed action or the date of participation therein by the which it is expected that holders of the Common Stock and/or Preferred Stock, whichever of record shall be entitled to exchange their shares of the earlier. The Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided, that the failure to give mail such notice required by this Section 25 or any defect therein or in the mailing thereof shall not affect the legality or validity of the corporate action taken by required to be specified in such notice. The Holder is entitled to convert this Debenture during the Company or 20-day period commencing the vote upon any date of such actionnotice to the effective date of the event triggering such notice.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons (other than the Company and/or any of its wholly owned Subsidiaries), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common Stockotherwise), then, in each such case, the Company shall give to each holder of a Right Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. If the Company shall, on or after the Distribution Date, propose (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Shares, (iib) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights rights, options or optionswarrants, (iiic) to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (ive) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (determined as provided in Section 14 herein) to, any other Person (other than the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries), (f) to effect the liquidation, dissolution or winding up of the Company, Company or (vg) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section l2(a)(ii) herein, to declare or pay any dividend or other distribution on the Common Stock Shares payable in Common Stock Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Stock Preferred Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Shares) then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of the Company of, and record date for the purposes of for, such stock dividend or such distribution or offering of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, subdivision or combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, Shares of the Company if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b), (c) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares of the Company, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares of the Company, whichever shall be the earlier. The failure to give notice required by this Section 25 or If any defect therein shall not affect the legality or validity of the action taken by events set forth in Section l2(a)(ii) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to the vote upon any Rights Agent and to each holder of a Right Certificate, in accordance with Section 28 hereof, a notice of the occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section l2(a)(ii) hereof.

Notice of Certain Events. (a) In case at any time or from ------------------------- time to time (i) the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay declare any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)Common Stock, (ii) to offer the Company shall authorize the granting to the holders of its Preferred Common Stock of rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or optionsright, (iii) the Company shall authorize the issuance or sale of any other shares or rights which would result in an adjustment to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockNumber Issuable pursuant to Section 2(a)(i), (ii), or (iii), or (iv) to effect there shall be any capital reorganization or reclassification of Common Stock of the liquidationCompany or consolidation or merger of the Company with or into another Person, dissolution or winding up any sale or other disposition of all or substantially all the assets of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock there shall be a voluntary or to effect a subdivisioninvoluntary dissolution, combination liquidation or consolidation winding up of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock)Company, then, in each any one or more of such case, cases the Company shall give mail to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the Holder at such proposed action, which shall specify Holder's address as it appears on the record date for the purposes of such dividend or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders transfer books of the Common Stock and/or Preferred StockCompany, if as promptly as practicable but in any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, event at least 10 days prior to the date of on which the taking transactions contemplated in Section 2(a)(i), (ii), or (iii), a notice stating (a) the date on which a record is to be taken for the purpose of such proposed action dividend, distribution, rights or warrants or, if a record is not to be taken, the date as of participation therein by which the holders of record of either Common Stock to be entitled to such dividend, distribution, rights or warrants are to be determined, or (b) the date on which such reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up is expected to become effective. Such notice also shall specify the date as of which it is expected that the holders of record of the Common Stock and/or Preferred Stock, whichever shall be entitled to exchange the earlier. The failure to give notice required by this Section 25 Common Stock for shares of stock or any defect therein shall not affect the legality other securities or validity of the action taken by the Company property or the vote cash deliverable upon any such actionreorganization, reclassification, consolidation, merger, sale, conveyance, dissolution, liquidation or winding up.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of Company, following the Distribution Date or the Stock Acquisition Date Date, shall propose (i) to pay any dividend payable in stock of any class or series to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class Common Shares or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation, share exchange, or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any such reorganization or sale or other transfer), in one or more transactions, of Fifty Percent (50%) or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than the Company and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, Shares if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose at any time after the earlier of following the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or In case any defect therein shall not affect the legality or validity of the action taken by events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company or shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 25, a notice of the vote upon any occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common shares of Preferred Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case If the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose proposes to (i) to pay any dividend payable in stock of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of its shares of Preferred Stock (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its shares of Preferred Stock rights rights, options, warrants or warrants any similar instrument to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) effect any consolidation or merger into or with any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vvi) to declare or pay any dividend on the shares of Class A Common Stock or Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock, respectively, or to effect a subdivision, combination or consolidation reclassification of the Class A Common Stock (by reclassification or otherwise than by payment of dividends in Class B Common Stock)Stock as the case may be, then, in each such case, the Company shall give to the Rights Agent and, to the extent possible, to each holder of a Right Rights Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or rights, warrants, options or any similar instrument or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 ten (10) days prior to the record date for determining holders of the shares of Class A Common Stock, Class B Common Stock, and/or Preferred Stock for purposes of such action, and in the case of any such other action, action covered by clause (1) or (ii) above at least 10 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or shares of Preferred Stock, whichever shall be is the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly periodic cash dividend), dividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid) or (iib) to offer to the holders of its Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockCommon Shares), or (ivd) to effect any consolidation or merger, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or warning power of the Company and its Subsidiaries, taken as a whole, to any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (ia) or (iib) above above, at least 10 20 calendar days prior to the record date for determining holders of the Preferred Stock Common Shares for purposes of such action, and and, in the case of any such other action, at least 10 20 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Series B Preferred Stock or to make any other distribution to the holders of its Series B Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Series B Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Series B Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Series B Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Series B Preferred Stock), (iv) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock or Series AA Preferred Stock payable in Common Stock or Series AA Preferred Stock, respectively, or to effect a subdivision, combination or consolidation of the Common Stock or Series AA Preferred Stock (by reclassification or otherwise than by payment of dividends in Common Stock or Series AA Preferred Stock, respectively), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Series B Preferred Stock and/or Series AA Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Series B Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Series B Preferred Stock and/or Series AA Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares (or, after the Distribution Date, holders of the Common Stock) or to make any other distribution described to the holders of its Preferred Stock Shares (or, after the Distribution Date, holders of the Common Stock), other than a regular quarterly cash dividend)dividend at a rate not in excess of 150% of the rate of the last quarterly cash dividend theretofore paid, or (iib) to offer to the holders of its Preferred Stock rights Shares (or, after the Distribution Date, holders of the Common Stock) rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (ivd) after the Distribution Date, to effect any merger, consolidation or other combination into or with any Person (other than a Subsidiary of the Company in a transaction which does not violate Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(o) hereof), or (e) after the Distribution Date, to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such dividend or stock dividend, distribution or offering of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 ten (10) days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. If at any time, (a1) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay declare any dividend or distribution payable in stock of any class to the holders of its Preferred Stock or to make any other distribution Common Stock, (2) the Company shall offer for subscription pro rata to the holders of its Preferred Common Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of capital stock of any class or any other securities, rights or optionsrights, (iii3) to effect there shall be any reclassification recapitalization of the Company or consolidation or merger of the Company with, or sale of all or substantially all of its Preferred Stock assets to, another corporation or business organization, or, if sooner, promptly following any agreement to do any of the foregoing, or (other than 4) there shall be a reclassification involving only the subdivision voluntary or combination of outstanding Preferred Stock)involuntary dissolution, (iv) to effect the liquidation, dissolution liquidation or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each any one or more of such casecases, the Company shall give to each holder the registered Holder of a Right Certificatethis Warrant ten days’ prior written notice (or such other time period set forth in the Company’s Amended and Restated Certificate of Incorporation), in accordance with Section 26 hereofa manner permitted under the Company’s Second Amended and Restated Stockholders’ Agreement, a notice dated as of such proposed actionthe date hereof (as amended from time to time, which shall specify the record date for “Stockholders Agreement”), by and among the purposes Stockholders (as defined therein) party thereto and the Company), of such dividend or distribution or offering of rights or warrants, or the date on which a record shall be taken for such liquidationdividend, distribution or subscription rights or for determining stockholders entitled to vote upon such recapitalization, consolidation, merger, sale, dissolution, liquidation or winding up and of the date when any such transaction shall take place, as the case may be. Such notice shall also specify the date as of which the holders of Common Stock of record shall participate in such dividend, distribution or subscription rights, or shall be entitled to exchange their Common Stock for securities or other property deliverable upon such recapitalization, consolidation, merger, sale, dissolution, liquidation or winding up, reclassification, subdivision, combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in as the case of any action covered by clause (i) or (ii) above at least 10 days prior may be. The Company shall also give such notices to the record date for determining holders registered Holder of this Warrant to the Preferred Stock for purposes of such action, extent and in the case of any such other action, at least 10 days prior to manner provided in the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such actionCompany’s Stockholders Agreement.

Notice of Certain Events. (a) In case If the Company shall at any time shall, on or after the earlier of the Distribution Date or the Stock Acquisition Date Date, propose (ia) to pay make any dividend distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock Class A Shares; (other than a regular quarterly cash dividend), (iib) to offer to the holders of its Preferred Stock rights Class A Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Class A Shares or shares of stock of any class or any other securities, rights rights, options or options, warrants; (iiic) to make any other distribution to the holders of its Class A Shares (other than a regular quarterly cash dividend); (d) to effect any reclassification of its Preferred Stock Class A Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockClass A Shares); (e) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (ivdetermined as provided in Section 13 herein) to, any other Person (other than the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries); (f) to effect the liquidation, dissolution liquidation or winding up of the Company, ; or (vg) if the Rights have theretofore become exercisable with respect to Class A Shares pursuant to Section 11(a)(ii) herein, to declare or pay any dividend or other distribution on the Common Stock Class A Shares payable in Common Stock Class A Shares or in stock of any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the Common Stock Class A Shares (by reclassification or otherwise than by payment of dividends in Common Stock), Class A Shares) then, in each such case, the Company shall give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the date of authorization by the Trustees of, and record date for the purposes of for, such stock dividend or such distribution or offering of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, reclassification, subdivision, subdivision or combination or consolidation is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, Class A Shares if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b), (c) or (iig) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Class A Shares, for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockClass A Shares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. In case the Trust, on or after the Distribution Date, shall propose to (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly periodic cash dividenddividend at an annual rate not in excess of 125% of the annualized rate of the cash dividend paid on the Common Stock during the immediately preceding fiscal year), or (iib) to offer to the holders of its Preferred Common Stock rights rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred the Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred shares of Common Stock, a change in the par value of such Common Stock or a change from par value to no par value), or (ivd) directly or indirectly effect any consolidation or merger into or with, or effect any sale, lease, exchange, or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale, lease, exchange or other transfer or disposition), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Trust and its Subsidiaries (taken as a whole) to, any other Person, or (e) effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock)Trust, then, in each such case, the Company Trust shall give to each holder of a Right CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend or distribution or offering of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, dissolution or winding up, reclassification, subdivision, combination or consolidation up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 20 days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice as required by this Section 25 24 or any defect therein shall not affect the legality or validity of the action taken by the Company Trust or the vote upon any such action. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Trust shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11 or 13.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole), to any other Person (other than the Company and/or any of its wholly owned Subsidiaries), (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock Shares payable in Common Stock Shares or to effect a subdivision, combination or consolidation of the Common Stock Shares (by reclassification or otherwise than by payment of dividends in Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes purpose of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock Shares and/or the Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock Shares and/or the Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case If the Company shall propose at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividend), (ii) to offer to all of the holders of its Preferred outstanding shares of Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred shares of Common Stock), (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such dividend stock dividend, or distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In Except in the case of the transactions contemplated by the QLT Merger Agreement, in case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose Date, (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or shares dividend, distribution or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 20 days prior to the record date for determining holders of the Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least 10 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the Common Stock and/or Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (ia) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings or other than a special cash dividend out of earnings or retained earnings), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person or Persons, or (e) to effect the liquidation, dissolution or winding up of the Company, or (v) to pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, in each such case, the Company shall give to each holder of a Right Certificateand the Rights Agent, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such dividend or shares dividend, distribution or offering of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least 10 twenty days prior to the record date for determining holders of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 twenty days prior to the date of the taking of such proposed action or at the date of participation therein by the holders of the Common Stock and/or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity In case of the action taken by occurrence of a Section 11(a)(ii) Event or a Section 13(a) Event, then the Company or the vote upon any Principal Party, as the case may be, shall as soon as practicable thereafter give to each holder of a Right and the Rights Agent, in accordance with Section 26, a notice of the occurrence of such actionevent, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13(a) hereof, as the case may be.

Notice of Certain Events. (a) In case If the Company shall proposes at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividend), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock Capital Stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), or (iv) to effect any consolidation or merger into or with, or to effect any sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale, mortgage or other transfer), in one transaction or a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the last sentence of Section 11(n)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vvi) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise than by payment of dividends in Common Stock), then, ) then in each such case, the Company shall give to each holder of a Right CertificateCertificate and to the Rights Agent, in accordance with Section 26 hereof26, a notice of such that proposed action, which shall specify that specifies the record date for the purposes of such dividend or that share dividend, distribution or offering of rights or warrants, or the date on which such that reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up, reclassification, subdivision, combination or consolidation up is to take place and the date of participation therein by the holders of the Common Stock and/or or Preferred Stock, if any such record date is to be fixed, and such that notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 twenty (20) days prior to the record date for determining holders of the Preferred Stock for purposes of such that action, and in the case of any such other similar action, at least 10 twenty (20) days prior to the date of the taking of such that proposed action or the date of participation therein by the holders of the Common Stock and/or or Preferred Stock, whichever is earlier; but no notice shall be the earlier. The failure required pursuant to give notice required by this Section 25 or if any defect therein shall not affect the legality or validity Subsidiary of the action taken by Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company or in a manner not inconsistent with the vote upon any such actionprovisions of this Agreement.