Common use of Notice of Proposed Actions Clause in Contracts

Notice of Proposed Actions. (a) In case the Corporation, after the Distribution Date, shall propose (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 shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess of one hundred fifty percent (150%) of the rate of the last cash dividend theretofore paid), (ii) to offer to the holders of record of its Common Stock options, warrants, or other rights to subscribe for or to purchase shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Corporation, (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 fifty percent (50%) of the assets or earning power of the Corporation 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 Corporation, then, in each such case, the Corporation shall give to each holder of record of a Right Certificate, in accordance with Section 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock 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 ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (ii) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (vi) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (i) or (ii) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case If the CorporationCompany proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, shall propose (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 shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic quarterly cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate Company) to the holders of the last cash dividend theretofore paid)Preferred Stock, (ii) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or Common Stock or any recapitalization or reorganization combination of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation share exchange, consolidation, merger or merger combination with or intoany other Person, or to effect any sale or other transfer (or to permit one or more any of its Subsidiaries subsidiaries to effect effect) any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than fifty percent (50%) % of the assets or earning power of the Corporation Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding winding-up of the CorporationCompany, then, in each such case, the Corporation Company shall give to the Rights Agent and each holder of record of a Right Certificate, in accordance with Section 25 hereofto the extent feasible, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such transaction referred to in Section 11(a)(i) dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such share exchange, reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetscombination, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock and/or Common Stock or Preferred Stock, if any such date is to be fixed, fixed and such notice shall be so given in the case of any action covered by clause (iSection 22(a)(i) or (iiSection 22(a)(ii) above at least ten (10) 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of and/or Common Stock entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock and/or Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give a notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CorporationCompany, after the Distribution Date, shall propose (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 shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess of one hundred fifty percent (150%) of the rate of the last cash dividend theretofore paiddividend), or (ii) to offer to the holders of record of its Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the CorporationCompany, 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 fifty percent (50%) % of the assets or earning power of the Corporation 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 CorporationCompany, then, in each such case, the Corporation Company shall give to each holder of record of a Right Certificate, in accordance with Section 25 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) ), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock 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 ten (10) 10 days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

Notice of Proposed Actions. (a) In case If the Corporation, Corporation shall after the Distribution Date, shall Date propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Preferred Stock (other than a regular periodic quarterly cash dividend at a rate not in excess of one hundred fifty percent (150%) of the rate of the last cash dividend theretofore paiddividend), ; (ii) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, ; (iii) to effect any reclassification of its Preferred Stock or Common (other than a reclassification involving only the subdivision of outstanding Preferred Stock or any recapitalization or reorganization of the Corporation, ); (iv) to effect any consolidation or merger into or with or intoany 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 more transactions, of 50% or more than fifty percent (50%) of the assets or earning power Earning Power of the Corporation and its Subsidiaries (taken as a whole) to, to any other Person or Persons, or Person; (v) to effect the liquidation, dissolution or winding winding-up of the Corporation; or (vi) 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 shares of Common Stock), then, in each such case, the Corporation shall give to each holder of record of a Right CertificateRights Certificate and the Rights Agent, in accordance with Section 25 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, or such dividend distribution of rights or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or Preferred StockStock or both, 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 ten (10) 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 ten (10) 10 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 or Preferred StockStock or both, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall after the Distribution Date propose (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or the retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Preferred Stock, Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, rights, or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or Common Stock or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, 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 more a series of related transactions, of more than fifty percent 25% of (50%i) the assets of the assets or earning power of the Corporation Company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, or (ii) the earning power of the Company and its Subsidiaries (determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, then, in each such case, the Corporation Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock 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 ten (10) twenty 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 ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case any Common Stock Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such Common Stock Event, which shall specify such event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities 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 Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (ia) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (iib) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to each holder of record of a Right Certificateand the Rights Agent, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (ii) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (vi) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (i) or (ii) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (ii) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (vi) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (i) or (ii) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (ia) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (iib) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, 27 dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose at any time after the Distribution Date (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or Preferred Stock, if any such date is to be fixed, and such . 28 Such notice shall be so given in the case of any action covered by clause clauses (ia) or (iib) above at least ten (10) days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case a Section 11(b) Event 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 shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Corporation, after the Distribution Date, shall propose (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 shares of Common Stock payable in shares of capital stock of any class to the record holders of its Common Stock or to make any other distribution to the record holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess of one hundred fifty percent (150%) 200% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the record holders of record of its Common Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, 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 transactionstransactions (including those occurring prior to the Company so proposing), of more than fifty percent (50%) % of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPersons (other than the Company or any Subsidiary of the Company), or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, then, in each such case, the Corporation Company shall give to each record holder of record of a Right CertificateRight, in accordance with Section 25 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the record holders of record of Common Stock 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 ten (10) twenty days prior to the record date for determining record holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the record holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (ii) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (vi) 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 Corporation Company shall give to each holder of record of a Right Certificate, in accordance with Section 25 hereof, Certificate a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (i) or (ii) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose at any time after the Distribution Date (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.the

Notice of Proposed Actions. (a) In case If the CorporationCompany proposes, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, shall propose (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 shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic quarterly cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate Company) to the holders of the last cash dividend theretofore paid)Preferred Stock, (ii) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or Common Stock or any recapitalization or reorganization combination of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation share exchange, consolidation, merger or merger combination with or intoany other Person, or to effect any sale or other transfer (or to permit one or more any of its Subsidiaries subsidiaries to effect effect) any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than fifty percent (50%) % of the assets or earning power of the Corporation Company and its Subsidiaries (Subsidiaries, taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding winding-up of the CorporationCompany, then, in each such case, the Corporation Company shall give to the Rights Agent and each holder of record of a Right Certificate, in accordance with Section 25 hereofto the extent feasible, a notice of such proposed action, which shall specify action specifying the record date for the purposes of any such transaction referred to in Section 11(a)(i) dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such share exchange, reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetscombination, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the record date for determining of participation therein by the holders of record of Preferred Stock and/or Common Stock or Preferred Stock, if any such date is to be fixed, fixed and such notice shall be so given in the case of any action covered by clause (i‎Section 22(a)(i) or (ii‎Section 22(a)(ii) above at least ten (10) 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of and/or Common Stock entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock and/or Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give a notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the CorporationCompany, after the Distribution Date, shall propose (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 shares of Company Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Company Common Stock (other than a regular periodic cash dividend at a rate not in excess of one hundred fifty percent (150%) of the rate of the last cash dividend theretofore paiddividend), (ii) to offer to the holders of record of its Company Common Stock or options, warrants, or other rights to subscribe for or to purchase shares of Company Common Stock (including any security convertible into or exchangeable for Company Common Stock) or shares of stock of any class or any other securities, options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Preferred Stock or Company Common Stock or any recapitalization or reorganization of the CorporationCompany, (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 fifty percent (50%) % of the assets or earning power of the Corporation 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 CorporationCompany, then, in each such case, the Corporation Company shall give to each holder of record of a Right Certificate, in accordance with Section 25 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) ), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Company Common Stock 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 ten (10) 10 days prior to the record date for determining holders of record of the Preferred Company Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Company Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (ia) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of the Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its the Common Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (iib) to offer to the holders of record of its the Common Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or the Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Common Stock), (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to each holder of record of a Right Certificateand the Rights Agent, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose at any time after the Distribution date (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or Common Stock or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give mail by first class mail to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, if any such date is in to be fixed, and such . Such notice shall be so given in the case of any action covered by clause clauses (ia) or (iib) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25, or any defect therein therein, shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case any of the events set forth in Section 11(b) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter mail by first class mail to each holder of a Right 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 Section 11(b) hereof.

Notice of Proposed Actions. In case the Company shall after the Distribution Date propose (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or the retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Stock options, warrants, Warrants or other rights warrants to subscribe for or to purchase any additional shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, Warrants, or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or the Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, 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 more a series of related transactions, of more than fifty percent 25% of (50%i) the assets of the assets or earning power of the Corporation Company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, or (ii) the earning power of the Company and its Subsidiaries (determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, then, in each such case, the Corporation Company shall give to the Warrants Agent and each holder of record of a Right CertificateWarrant, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of Warrants or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock 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 ten (10) twenty days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case any Common Stock Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Warrants Agent and each holder of a Warrants Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such Common Stock Event, which shall specify such event and the consequences of the event to holders of Warrants under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Warrants, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or Common Stock or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case a Section 11(b) Event shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right 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 Section 11(b) hereof.

Notice of Proposed Actions. (a) In case the CorporationCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Series B Preference Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Series B Preference Stock (other than a regular periodic quarterly cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (ii) to offer to the holders of record of its Common Series B Preference Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Series B Preference Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Preferred Series B Preference Stock (other than a reclassification involving only the subdivision or Common Stock combination of outstanding shares of Series B Preference Stock) or any recapitalization or reorganization of the Corporation, (iv) to effect any consolidation consolidation, merger or merger share exchange with or intoany other Person, or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than fifty percent (50%) % of the assets or earning power of the Corporation Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect a division or the liquidation, dissolution or winding up of the CorporationCompany, then, in each such case, the Corporation Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i) dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetsshare exchange, sale, transfer, division, liquidation, dissolution, dissolution or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock or Preferred Series B Preference 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 ten twenty (1020) days prior to the record date for determining holders of record of the Preferred Series B Preference Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Series B Preference Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or Common Stock or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give mail by first class mail to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25, or any defect therein therein, shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall after the Distribution Date propose (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or the retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Stock options, warrants, Warrants or other rights warrants to subscribe for or to purchase any additional shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, Warrants, or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or the Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, 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 more a series of related transactions, of more than fifty percent 25% of (50%i) the assets of the assets or earning power of the Corporation Company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, or (ii) the earning power of the Company and its Subsidiaries (determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, then, in each such case, the Corporation Company shall give to the Warrants Agent and each holder of record of a Right CertificateWarrant, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of Warrants or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by b y the holders of record of Common Stock 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 ten (10) twenty days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever which ever shall be the The earlier. The failure Thefailure to give notice required by this Section 24 25 or any defect therein there in shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case any Common Stock Event described in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Warrants Agent and each holder of a Warrants Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such Common Stock Event, which shall specify such event and the consequences of the event to holders of Warrants under Section 11(a)(ii) hereof. Notwithstanding anything in this Agreement to the contrary, prior to the Distribution Date a filing by the Company with the Securities and Exchange Commission shall constitute sufficient notice to the holders of securities of the Company, including the Warrants, for purposes of this Agreement and no other notice need be given.

Notice of Proposed Actions. (a) In case the CorporationCompany, after the Distribution Date, shall propose (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 shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess of one hundred fifty percent (150%11(g) of the rate of the last cash dividend theretofore paid)hereof, (ii) to offer to the holders of record of any class of its Common Stock options, warrants, or other rights to subscribe for or to purchase shares of its Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Series H Junior Preferred Stock or Common Stock or any recapitalization or reorganization of the CorporationCompany, (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 fifty percent (50%) of the assets or earning power of the Corporation 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 CorporationCompany, then, in each such case, the Corporation Company shall give to each holder of record of a Right Certificate, in accordance with Section 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) hereof or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock 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 ten (10) days prior to the record date for determining holders of record of the Series H Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Capital Stock or Series H Junior Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or Common Stock or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case a Section 11(b) Event 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 shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (iv) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (iivi) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiivii) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (ivviii) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (vix) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (x) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (i) or (ii) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case If the CorporationCompany shall propose, at any time after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Preferred Stock (other than a regular periodic quarterly cash dividend at a rate not in excess of one hundred fifty percent (150%) of the rate of the last cash dividend theretofore paiddividend), (ii) to offer to the holders of record of its Common Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or Common Stock or any recapitalization or reorganization combination of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation or merger with or intoany 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 more a series of related transactions, of assets or earning power aggregating more than fifty percent (50%) % of the assets or earning power of the Corporation Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the CorporationCompany or (vi) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, to the extent feasible and in accordance with Section 25 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such transaction referred to in Section 11(a)(i) dividend, distribution or such dividend offering of rights or distributionwarrants, or the date on which any such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, winding up, subdivision, combination, consolidation or winding up reclassification is to take place and the record date for determining of participation therein by the holders of record of Common Stock 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 (iSection 25(a)(i) or (ii25(a)(ii) above at least ten (10) 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, after the Distribution Date, shall propose (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 shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess of one hundred fifty percent (150%) of the rate of the last cash dividend theretofore paid), (ii) to offer to the holders of record of its Common Stock options, warrants, or other rights to subscribe for or to purchase shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any class or any other securities, options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its Preferred Stock or Common Stock or any recapitalization or reorganization of the Corporation, (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 fifty percent (50%) of the assets or earning power of the Corporation 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 Corporation, then, in each such case, the Corporation shall give to each holder of record of a Right Certificate, in accordance with Section 25 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution, or winding up is to take place and the record date for determining participation therein by the holders of record of Common Stock 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 ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure US_ACTIVE:\44376304\7\11727.0008 to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (ii) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, 23 rights or options, warrants, convertible or exchangeable securities or other rights, (iii) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (iv) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (v) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (vi) 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 Corporation Company shall give to each holder of record of a Right Certificate, in accordance with Section 25 hereof, Certificate a notice of such proposed actionaction (with prompt written notice thereof to the Rights Agent), which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (i) or (ii) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend or distribution payable in Common Units to the holders of record of its shares of Common Stock payable in shares of capital stock of any class Units or to make any other dividend or distribution to the holders of record of its Common Stock Units (other than a regular periodic Permitted Issuances, cash dividend at a rate not in excess distributions or cash distribution payable out of one hundred fifty percent consolidated earnings or earned or capital surplus, or (150%) of the rate of the last cash dividend theretofore paid), (iib) to offer to the holders of record of its the Common Stock optionsUnits rights, warrants, options or other rights warrants to subscribe for or to purchase shares of any additional Common Stock Units (including any security or securities convertible into Common Units), or exchangeable for Common Stock) or shares of stock of any class or any other securities, options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock Common Units (other than reclassification involving only the subdivision, split up, reverse split, or combination of outstanding Common Stock Units), or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation reorganization, consolidation, merger or merger with or intosale, or to effect any sale lease of all 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%) substantially all of the property, assets or earning power business of the Corporation and its Subsidiaries (taken as a whole) to, any other Person or PersonsCompany, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, then, in each such case, the Corporation Company shall give to each holder of record Holder of a Right CertificateWarrant, in accordance with Section 25 22 hereof, a notice of such proposed action, which shall specify (i) the record date for the purposes of such transaction referred to in Section 11(a)(i) Common Unit distribution or such dividend distribution of rights or distributionwarrants, or (ii) the date on which such reorganization, reclassification, recapitalizationsplit up, reorganizationreverse split, consolidation, merger, sale or transfer of assetssale, lease, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock or Preferred StockUnits, 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 ten (10) 20 days prior to the record date for determining holders of record of the Preferred Stock Common Units for purposes of such action, and in the case of any such other actionaction covered by clause (c), (d) or (e) above, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred StockUnits, whichever shall be the earlier. At the Company's request, the Warrant Agent shall give such notice in the Company's name and at its expense. The failure to give notice required by this Section 24 21 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall after the Distribution Date, shall Date propose (ia) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record holder of its Common Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or the retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Stock options, warrants, (i) rights or other rights warrants to subscribe for or to purchase any additional shares of Common Stock or (including any security convertible into or exchangeable for Common Stockii) or shares of stock of any class or (iii) any other securities, rights, or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or the Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or any recapitalization or reorganization of the Corporation, (iv) to effect any consolidation or merger with into or intowith, 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 more a series of related transactions, of more than fifty percent 50% of (50%i) the assets of the assets or earning power of the Corporation company and its Subsidiaries (taken at net asset value as stated on the books of the Company and determined on a wholeconsolidated basis in accordance with generally accepted accounting principles consistently applied) to, or (ii) the earning power of the company and its Subsidiaries (determined on a consolidated basis in accordance with generally accepted accounting principles consistently applied) to any other Person or Persons, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, then, in each such case, the Corporation Company shall give to the Rights Agent and each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of Common Stock 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 ten (10) [twenty] days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. (a) In case the Corporation, Company shall propose at any time after the Distribution Date, shall propose Date (ia) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common the Preferred Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common the Preferred Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), (iib) to offer to the holders of record of its Common the Preferred Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Preferred Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its the Preferred Stock or Common Stock or any recapitalization or reorganization (other than a reclassification involving only the subdivision of the Corporationoutstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to the Rights Agent and to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or and/or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) 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 ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action.

Notice of Proposed Actions. In case the Company shall propose at any time after the Distribution Date (a) In case the Corporation, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) hereof or to pay any dividend payable in stock of any class to the holders of record of its shares of Common Stock payable in shares of capital stock of any class or to make any other distribution to the holders of record of its Common Stock (other than a regular periodic cash dividend at a rate not in excess out of one hundred fifty percent (150%) earnings or retained earnings of the rate of the last cash dividend theretofore paidCompany), or (iib) to offer to the holders of record of its Common Stock options, warrants, rights or other rights warrants to subscribe for or to purchase any additional shares of Common Stock (including any security convertible into or exchangeable for Common Stock) or shares of stock of any other class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, (iiic) to effect any reclassification of its Preferred Stock or Common Stock (other than a reclassification involving only the subdivision of outstanding shares of Common Stock), or any recapitalization or reorganization of the Corporation, (ivd) to effect any consolidation or merger with into or intowith, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale sales or other transfer), in one or more transactions, of 50% or more than fifty percent (50%) of the assets or earning power of the Corporation Company and its Subsidiaries (taken as a whole) to, any other Person or PersonsPerson, or (ve) to effect the liquidation, dissolution or winding up of the CorporationCompany, or (f) 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 Corporation Company shall give to each holder of record of a Right CertificateRight, in accordance with Section 25 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i) stock dividend, distribution of rights or such dividend or distributionwarrants, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assetssale, transfer, liquidation, dissolution, or winding up is to take place and the record date for determining of participation therein by the holders of record of the Common Stock or Preferred Stock, 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 clauses (ia) or (iib) above at least ten (10) days prior to the record date for determining holders of record of the Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Common Stock or Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation Company or the vote upon any such action. In case a Section 11(b) Event 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 shall specify the event and the consequences of the event to holders of Rights under Section 11(b) hereof.