Common use of Preferred Stock Record Date Clause in Contracts

Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for a number of shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closedclosed or a date on which the exercisability of the Rights is suspended pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, as applicable, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are openopen or the next succeeding Business Day on which such suspension is no longer in effect. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence including any fraction of a Triggering Event, Common Stock and/or other securitiesshare of Preferred Stock) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open; and FURTHER PROVIDED, HOWEVER, that if delivery of shares of Preferred Stock is delayed pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares of Preferred Stock only when such shares first become deliverable. Prior to the exercise of the Rights Right evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares or securities (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder holder of Preferred Stock (or Common Stock and/or other securities, as the Company with respect to shares case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person (other than the Company) in whose name any certificate or depository receipt for shares of Preferred Stock (and, following the occurrence of a Triggering EventStock, Common Stock and/or other securities) , as the case may be, is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering EventStock, Common Stock and/or other securities) , as the case may be, represented thereby on, and such certificate or depository receipt shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the transfer books of the Company for the Preferred Stock (and, following the occurrence of a Triggering EventStock, Common Stock and/or other securities) transfer books of the Company securities are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) of Preferred Stock, Common Stock and/or other securities on, and such certificate or depository receipt shall be dated, the next succeeding Business Day on which the transfer books of the Company for the Preferred Stock (and, following the occurrence of a Triggering EventStock, Common Stock and/or other securities) transfer books of the Company securities are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of shares of Preferred Stock, Common Stock and/or other securities of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of Preferred Stock (or Common Stock and/or other securities, as the Company with respect to shares case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate (or entry in the book-entry account system of the transfer agent) for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or book-entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or book-entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the book entry account system of the transfer agent for shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented evidenced thereby on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rightsdistributions, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one ten-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one ten-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one ten-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book-entry account system of the transfer agent for shares a number of 1/10,000th of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the book-entry account system shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxesor similar taxes or charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or entry in the book-entry account system shall be dateddated as of, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered surren dered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company Com pany are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or and otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise exer cise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose --------------------------- name any certificate for shares of Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) is issued upon the exercise of Class A Rights or Class B Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxesTransfer Taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dateddated as of, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) relevant transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose the name of which any certificate entry in the Book Entry account system of the transfer agent for shares of the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) for a number of one one-thousandths of a share of Preferred Stock (or number of shares of Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate entry shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed, or such actions were taken and documents were delivered as established by the Company to surrender Rights represented in uncertificated form; and, in each case, payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for any number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charge) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional amount of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for shares Units of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Units of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities) transfer books of the Company are open; further provided, however, that if delivery of Units of Preferred Stock (or other securities, as the case may be) is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such Units of Preferred Stock (or other securities) only when such Units (or other securities) first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one-ten thousandths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closedclosed or a date on which the exercisability of the Rights is suspended pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, as applicable, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are openopen or the next succeeding Business Day on which such suspension is no longer in effect. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or book entry for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one ten-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was duly made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the record holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Company Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any ---------------------------- certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandth of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandth of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandth of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one one-hundredths (1/100ths) of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, -------- ------- that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or depositary receipt for shares Units of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Units of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open; and further provided, however, that if delivery of Units of Preferred Stock (or other securities) is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such Units of Preferred Stock (or other securities) only when such Units first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name --------------------------- any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one five thousandths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or and otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closedclosed or a date on which the exercisability of the Rights is suspended pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, as applicable, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are openopen or the next succeeding Business Day on which such suspension is no longer in effect. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose ---------------------------- name any certificate for shares of Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) is issued upon the exercise of Class A Rights or Class B Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxesTransfer Taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Class A Preferred Stock (and, following the occurrence of a Triggering Event, Common or Class B Preferred Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dateddated as of, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) relevant transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is delayed pursuant to Section 9(c), such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) only when such shares first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the book entry account system of the transfer agent for shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented evidenced thereby on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person ___________________________ in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of ________ such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or book entry for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and and‌ payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dateddated as of, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) shares or securities represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) securities on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder holder of Preferred Stock (or Common Stock and/or other securities, as the Company with respect to shares case may be) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book-entry account system of the transfer agent for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the book-entry account system shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or entry in the book-entry account system shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, including the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or PRCO Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes or governmental charges) was made; provided, -------- however, that if the date of such surrender and payment is a date upon which the ------- Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Preferred. Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (andor Class A Common Stock, following the occurrence of a Triggering Event, Class B Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (andor Class A Common Stock, following the occurrence of a Triggering Event, Class B Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (andor Class A Common Stock, following the occurrence of a Triggering Event, Class B Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (andor Class A Common Stock, following the occurrence of a Triggering Event, Class B Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder Stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-hundredths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-hundredths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or book entry for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered with the forms of election and certification properly completed and duly executed and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or Book Entry of shares of Preferred Stock shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares shares‌ for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and governmental charges) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or and otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any meetings or other proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any --------------------------- certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name --------------------------- any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing representing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company Corporation (or other Person, as the case may be) are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or other securities, as the case may be) transfer books of the Company Corporation (or other Person, as the case may be) are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company Corporation with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the CompanyCorporation, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book entry account system of the transfer agent for shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented evidenced thereby on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges ) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book-entry account system of the transfer agent for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the book account system shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or entry in the book-entry account system shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any --------------------------- certificate for shares a number of one one-thousandth of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing representing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company Corporation are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company Corporation are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company Corporation with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the CompanyCorporation, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Fractional Shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one-one hundredth of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and -------- ------- payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Newco Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Newco Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Newco Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Newco Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) such securities represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day business day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock Shares and/or other securities) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder holders of a Right Certificate Rights Certificates shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares Preferred Stock (or Common Shares and/or other securities) for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name --------------------------- any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the -------- ------- date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares or other securities for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was as duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.any

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of Fractional Shares of $25 Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares (fractional or otherwise) of $25 Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the $25 Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the $25 Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one ten-thousandth of a share of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such shares of Preferred Stock (and, following the occurrence or shares of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which such shares of the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the such shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to the shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares a number of one-tenths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxestaxes and charges) was made; provided, however, that if the date of such surrender and payment is a date upon -------- ------- which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securitiessecurities as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for any number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredth (1/100) of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate Rights Certificate, as such, shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing representing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced represented thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book entry account system of the transfer agent for shares of Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) represented evidenced thereby on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that that, if the date of such surrender and payment is a date upon which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Stock (andor, following the occurrence of a Triggering Event, Common Stock and/or or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions distributions, or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any ------------------------------ certificate for any number of shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such whole and/or fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, dated the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any applicable transfer taxes) was mademade and shall show the date of countersignature; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Class A Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person in whose name any certificate for shares of Preferred Stock (and, following the occurrence including any fraction of a Triggering Event, Common Stock and/or other securitiesshare of Preferred Stock) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the shares of Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) represented thereby on, and such certificate shall be dated, the date upon which the Right Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and charges) was made; providedPROVIDED, howeverHOWEVER, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are closed, such Person person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) transfer books of the Company are open; and further PROVIDED, HOWEVER, that if delivery of shares of Preferred Stock is delayed pursuant to Section 9(c), such Person shall be deemed to have become the record holder of such shares of Preferred Stock only when such shares first become deliverable. Prior to the exercise of the Rights Right evidenced thereby, the holder of a Right Certificate shall not be entitled to any rights of a shareholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. ‌ Each Person in whose name any certificate or entry in the Book Entry account system of the transfer agent for shares the Preferred Stock for a number of one one-thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall be for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry shall be dated, dated the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Exercise Price (and any applicable transfer taxestaxes and governmental charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares securities (fractional or otherwise) on, and such certificate or entry shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, Common Stock and/or other securities) applicable transfer books of the Company are open; provided, further, that if delivery of a number of one one-thousandths of a share of Preferred Stock is delayed pursuant to Section 9(c) hereof, such Persons shall be deemed to have become the record holders of such number of one one-thousandths of a share of Preferred Stock only when such Preferred Stock first become deliverable. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares the securities for which the Rights shall be are exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book-entry account system of the transfer agent for shares a number of one one- thousandths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the book-entry account system shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or entry in the book-entry account system shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

Preferred Stock Record Date. Each Person person in whose name any certificate or entry in the book entry account system of the transfer agent for shares a number of one one-hundredths of a share of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of the such fractional shares of Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the date upon which the Right Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and any all applicable transfer taxestaxes or charges) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate or entry in the book entry account system of the transfer agent shall be dated, the next succeeding Business Day on which the Preferred Stock (and, following the occurrence of a Triggering Event, or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the registered holder of a Right Rights Certificate shall not be entitled to any rights of a shareholder stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.