Common use of Preferred Share Provisions Clause in Contracts

Preferred Share Provisions. Each one one-thousandth of a Preferred Share, if issued, will, among other things: • not be redeemable; • entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on Common Shares since the immediately preceding quarterly dividend payment date; and • entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company. The value of one one-thousandth interest in a Preferred Share should approximate the value of one Common Share. Consequences of a Person or Group Becoming an Acquiring Person. • Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of the Common Shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below. Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void. • Flip Over. If, after an Acquiring Person obtains 15% or more of the Common Shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

Preferred Share Provisions. Each one one-thousandth of a share of Series J Preferred ShareStock, if issued, will, among other things: • · will not be redeemable; • entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on Common Shares since the immediately preceding quarterly dividend payment date; and • entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company. The value of one one-thousandth interest in a Preferred Share should approximate the value of one Common Share. Consequences of a Person or Group Becoming an Acquiring Person. • Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of the Common Shares, then each Right · will entitle the holder thereof to purchase, for quarterly dividend payments of $0.001 or an amount equal to the Exercise Price, a number dividend paid on one share of Common Shares Stock, whichever is greater; · will, upon any liquidation of the Company, entitle the holder thereof to receive either $1.00 plus accrued and unpaid dividends and distributions to the date of payment or an amount equal to the payment made on one share of Common Stock, whichever is greater; · will have the same voting power as one share of Common Stock; and · will, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, entitle holders thereof to a payment equal to the payment made on one share of Common Stock. Flip-in Trigger. In the event that a person or group of affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person is a transaction described under “Flip-over Trigger”, below), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value equal to two times the exercise price of twice the Exercise PriceRight. Notwithstanding the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in the Tax Benefits Preservation Plan) were, beneficially owned by any Acquiring Person will be null and void. However, the Rights are not exercisable following the occurrence of the foregoing such an event until such time as the Rights are no longer redeemable by the Company, Company as further described set forth below. Following Flip-over Trigger. In the occurrence of an event set forth in preceding paragraphthat, all Rights that are or, under certain circumstances specified in at any time following the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void. • Flip Over. If, after an Acquiring Person obtains 15% or more of the Common SharesStock Acquisition Date, (i) the Company merges into another entity; engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) an acquiring entity merges into the Company; Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged, or (iii) more than fifty percent (50%) of the Company sells or transfers 50% or more of its Company’s assets, cash flow or earning powerpower is sold or transferred, then each holder of a Right (except for Rights that have previously been voided as set forth above) will entitle shall thereafter have the holder thereof right to purchasereceive, for the Exercise Priceupon exercise, a number of Common Shares common stock of the person engaging acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the transaction having a then-current market value of twice next preceding paragraph are referred to as the Exercise Price“Triggering Events.”

Preferred Share Provisions. Each one one-thousandth of a Preferred Share, if issued, will, among other things: • · not be redeemable; • · entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on Common Shares since the immediately preceding quarterly dividend payment date; and • · entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company. The value of one one-thousandth interest in a Preferred Share should approximate the value of one Common Share. Consequences of a Person or Group Becoming an Acquiring Person. • Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of the Common Shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below. Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void. • Flip Over. If, after an Acquiring Person obtains 15% or more of the Common Shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of Common Shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

Preferred Share Provisions. Each one one-thousandth of a share of Series B Preferred ShareStock, if issued, will, among other things: • will not be redeemable; • entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on Common Shares since the immediately preceding quarterly dividend payment date; and • entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company. The value of one one-thousandth interest in a Preferred Share should approximate the value of one Common Share. Consequences of a Person or Group Becoming an Acquiring Person. • Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of the Common Shares, then each Right will entitle the holder thereof to purchase, for quarterly dividend payments of $0.001 or an amount equal to the Exercise Price, a number dividend paid on one share of Common Shares Stock, whichever is greater; • will, upon any liquidation of the Company, entitle the holder thereof to receive either $0.001 plus accrued and unpaid dividends and distributions to the date of payment or an amount equal to the payment made on one share of Common Stock, whichever is greater; • will have the same voting power as one share of Common Stock; and • will, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, entitle holders thereof to a payment equal to the payment made on one share of Common Stock. Flip-in Trigger. In the event that a person or group of affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person is a transaction described under “Flip-over Trigger”, below), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value equal to two times the exercise price of twice the Exercise PriceRight. Notwithstanding the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in the Tax Benefits Preservation Plan) were, beneficially owned by any Acquiring Person will be null and void. However, the Rights are not exercisable following the occurrence of the foregoing such an event until such time as the Rights are no longer redeemable by the Company, Company as further described set forth below. Following Flip-over Trigger. In the occurrence of an event set forth in preceding paragraphthat, all Rights that are or, under certain circumstances specified in at any time following the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void. • Flip Over. If, after an Acquiring Person obtains 15% or more of the Common SharesStock Acquisition Date, (i) the Company merges into another entity; engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) an acquiring entity merges into the Company; Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged, or (iii) more than fifty percent (50%) of the Company sells or transfers 50% or more of its Company’s assets, cash flow or earning powerpower is sold or transferred, then each holder of a Right (except for Rights that have previously been voided as set forth above) will entitle shall thereafter have the holder thereof right to purchasereceive, for the Exercise Priceupon exercise, a number of Common Shares common stock of the person engaging acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the transaction having a then-current market value of twice next preceding paragraph are referred to as the Exercise Price“Triggering Events.”

Preferred Share Provisions. Each one one-thousandth of a share of Series B Preferred ShareStock, if issued, will, among other things: •  will not be redeemable; • entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Common Shares or a subdivision of the outstanding Common Shares (by reclassification or otherwise), declared on Common Shares since the immediately preceding quarterly dividend payment date; and • entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company. The value of one one-thousandth interest in a Preferred Share should approximate the value of one Common Share. Consequences of a Person or Group Becoming an Acquiring Person. • Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of the Common Shares, then each Right  will entitle the holder thereof to purchase, for quarterly dividend payments of $0.001 or an amount equal to the Exercise Price, a number dividend paid on one share of Common Shares Stock, whichever is greater;  will, upon any liquidation of the Company, entitle the holder thereof to receive either $0.001 plus accrued and unpaid dividends and distributions to the date of payment or an amount equal to the payment made on one share of Common Stock, whichever is greater;  will have the same voting power as one share of Common Stock; and  will, if shares of Common Stock are exchanged via merger, consolidation or a similar transaction, entitle holders thereof to a payment equal to the payment made on one share of Common Stock. Flip-in Trigger. In the event that a person or group of affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person is a transaction described under “Flip-over Trigger”, below), each holder of a Right will thereafter have the right to receive, upon exercise, Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value equal to two times the exercise price of twice the Exercise PriceRight. Notwithstanding the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in the Tax Benefits Preservation Plan) were, beneficially owned by any Acquiring Person will be null and void. However, the Rights are not exercisable following the occurrence of the foregoing such an event until such time as the Rights are no longer redeemable by the Company, Company as further described set forth below. Following Flip-over Trigger. In the occurrence of an event set forth in preceding paragraphthat, all Rights that are or, under certain circumstances specified in at any time following the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void. • Flip Over. If, after an Acquiring Person obtains 15% or more of the Common SharesStock Acquisition Date, (i) the Company merges into another entity; engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) an acquiring entity merges into the Company; Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the Common Stock is changed or exchanged, or (iii) more than fifty percent (50%) of the Company sells or transfers 50% or more of its Company’s assets, cash flow or earning powerpower is sold or transferred, then each holder of a Right (except for Rights that have previously been voided as set forth above) will entitle shall thereafter have the holder thereof right to purchasereceive, for the Exercise Priceupon exercise, a number of Common Shares common stock of the person engaging acquiring company having a value equal to two times the exercise price of the Right. The events set forth in this paragraph and in the transaction having a then-current market value of twice next preceding paragraph are referred to as the Exercise Price“Triggering Events.”