Common use of Right Clause in Contracts

Right. except as provided in Section 7(e) hereof, shall thereafter have the right to receive upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one- hundredths of a share of Preferred Stock, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (l) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one- hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.

Right. Subject to Section 23 of this Agreement and except as otherwise provided in this Section 7(e11(a)(ii) hereofand Section 11(a)(iii), in the event that any Person becomes an Acquiring Person, each holder of a Right shall thereafter have the right to receive receive, upon the exercise thereof at a price equal to the then then-current Purchase Price Price, in accordance with the terms of this Agreement, Agreement and in lieu of a number of one one- hundredths of a share shares of Preferred Stock, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock (or at the option of the Principal Party (as Company, such term is hereinafter defined), not subject to any liens, encumbrances, rights number of first refusal or other adverse claims, one ten-thousandths of a share of Preferred Stock) as shall be equal to the result obtained by (lx) multiplying the then then-current Purchase Price by the number of one oneten-hundredths thousandths of a share of Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one- hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2y) 50% of the current market price Current Per Share Market Price of the Company’s Common Stock (determined pursuant to Section 11(d)(i11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation the occurrence of such Section 13 Eventevent; provided, however, that the Purchase Price (iias so adjusted) such Principal Party and the number of shares of Common Stock so receivable upon exercise of a Right shall thereafter be liable forsubject to further adjustment as appropriate in accordance with Section 11(f) hereof. Notwithstanding anything in this Agreement to the contrary, however, from and after the time (the “invalidation time”) when any Person first becomes an Acquiring Person, any Rights that are beneficially owned by (A) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (B) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the invalidation time or (C) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with the invalidation time pursuant to either (1) a transfer from the Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding, written or otherwise, regarding the transferred Rights or (2) a transfer that the Board has determined is part of a plan, arrangement or understanding, written or otherwise, which has the purpose or effect of avoiding the provisions of this paragraph, and shall assume, by virtue subsequent transferees of such Section 13 EventPersons, all the obligations shall be null and duties void without any further action and any holder of the Company pursuant such Rights shall thereafter have no rights whatsoever with respect to such Rights under any provision of this Agreement; (iii) the term "Company" shall thereafter be deemed . The Company will use commercially reasonable efforts to refer to such Principal Party, it being specifically intended ensure that the provisions of this Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv11(a)(ii) such Principal Party shall take such steps (includingare complied with, but not limited to, the reservation shall have no liability to any holder of Rights Certificates or other Person as a sufficient number of shares result of its Common Stock) in connection failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. From and after the consummation invalidation time, no Right Certificates shall be issued pursuant to Section 3 or Section 6 hereof that represent Rights that are or have become null and void pursuant to the provisions of this paragraph, and any Right Certificates delivered to the Rights Agent that represent Rights that are or have become null and void pursuant to the provisions of this paragraph shall be cancelled. The Company shall give the Rights Agent written notice of the identity of any such transaction as may be necessary to assure that Acquiring Person, Associate or Affiliate, or the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares nominee of Common Stock thereafter deliverable upon the exercise any of the Rights; foregoing, and (v) the provisions of Section 11(a)(ii) hereof Rights Agent may rely on such notice in carrying out its duties under this Agreement and shall be deemed not to have any knowledge of no effect following the first occurrence identity of any Section 13 Eventsuch Acquiring Person, Associate or Affiliate, or the nominee of any of the foregoing unless and until it shall have received such notice.

Right. except For purposes of this Section 15(a), the current market value of a whole Right shall be the closing price of the Rights (as provided determined pursuant to the second and third sentences of the definition of Market Value contained in Section 7(e1) hereof, shall thereafter have for the right to receive upon the exercise thereof at the then current Purchase Price in accordance with the terms of this Agreement, in lieu of a number of one one- hundredths of a share of Preferred Stock, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, as shall be equal to the result obtained by (l) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable Trading Day immediately prior to the first occurrence date on which such fractional Rights would have been otherwise issuable. (b) The Company may, but shall not be required to, issue fractions of Preferred Shares upon exercise of the Rights or distribute certificates which evidence fractional Preferred Shares. In lieu of fractional Preferred Shares, the Company may elect to (i) utilize a depository arrangement as provided by the terms of the Preferred Shares or (ii) in the case of a Section 13 Event fraction of a Preferred Share (orother than one one-hundredth (1/100th) of a Preferred Share or any integral multiple thereof), pay to the registered holders of Right Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share, if any are outstanding and publicly traded (or the Formula Number times the current market value of one Common Share if the Preferred Shares are not outstanding and publicly traded). For purposes of this Section 15(b), the current market value of a Section 11(a)(iiPreferred Share (or Common Share) Event has occurred prior shall be the closing price of a Preferred Share (or Common Share) (as determined pursuant to the first occurrence second and third sentences of a the definition of Market Value contained in Section 13 Event, multiplying 1) for the number of such one one- hundredths of a share of Preferred Stock for which a Right was exercisable Trading Day immediately prior to the first occurrence date of such exercise. If, as a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence result of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined an adjustment made pursuant to Section 11(d)(i) hereof) per share 12(a), the holder of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party any Right thereafter exercised shall thereafter be liable forbecome entitled to receive any securities other than Preferred Shares, and shall assume, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of this Section 11 hereof 15(b) shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation of any such transaction as may be necessary to assure that the provisions hereof shall thereafter be applicableapply, as nearly as reasonably may be, in relation on like terms to its shares such other securities. (c) The Company may, but shall not be required to, issue fractions of Common Stock thereafter deliverable Shares upon exchange of Rights pursuant to Section 11(b), or to distribute certificates that evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company may pay to the registered holders of the Right Certificates with regard to that such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current Market Value of one Common Share as of the date on which a Person became an Acquiring Person. (d) Any holder of Rights by the acceptance of the Rights expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of the Rights; and (v) the provisions of a Right except as provided in this Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event15.

Right. Subject to Section 23 of this Agreement and except as otherwise provided in this Section 7(e11(a)(ii) hereofand Section 11(a)(iii), in the event that any Person becomes an Acquiring Person, each holder of a Right shall thereafter have the right to receive receive, upon the exercise thereof at a price equal to the then current Purchase Price Price, in accordance with the terms of this Agreement, Agreement and in lieu of a number of one one- hundredths of a share shares of Preferred Stock, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock (or at the option of the Principal Party (as Company, such term is hereinafter defined), not subject to any liens, encumbrances, rights number of first refusal or other adverse claims, one one−thousandths of a share of Preferred Stock) as shall be equal to the result obtained by (lx) multiplying the then current Purchase Price by the number of one one-hundredths one−thousandths of a share of Preferred Stock for which a Right is then exercisable immediately prior to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one- hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2y) 50% of the current market price Current Per Share Market Price of the Company’s Common Stock (determined pursuant to Section 11(d)(i11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation the occurrence of such Section 13 Eventevent; provided, however, that the Purchase Price (iias so adjusted) such Principal Party and the number of shares of Common Stock so receivable upon exercise of a Right shall thereafter be liable forsubject to further adjustment as appropriate in accordance with Section 11(f) hereof. Notwithstanding anything in this Agreement to the contrary, however, from and after the time (the “Invalidation Time”) when any Person first becomes an Acquiring Person, any Rights that are beneficially owned by (A) any Acquiring Person (or any Affiliate or Associate of any Acquiring Person), (B) a transferee of any Acquiring Person (or any such Affiliate or Associate) who becomes a transferee after the Invalidation Time or (C) a transferee of any Acquiring Person (or any such Affiliate or Associate) who became a transferee prior to or concurrently with the Invalidation Time pursuant to either (1) a transfer from the Acquiring Person to holders of its equity securities or to any Person with whom it has any continuing agreement, arrangement or understanding, written or otherwise, regarding the transferred Rights or (2) a transfer that the Board has determined is part of a plan, arrangement or understanding, written or otherwise, which has the purpose or effect of avoiding the provisions of this paragraph, and shall assume, by virtue subsequent transferees of such Section 13 EventPersons, all the obligations shall be null and duties void without any further action and any holder of the Company pursuant such Rights shall thereafter have no rights whatsoever with respect to such Rights under any provision of this Agreement; (iii) the term "Company" shall thereafter be deemed . The Company will use commercially reasonable efforts to refer to such Principal Party, it being specifically intended ensure that the provisions of this Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; (iv11(a)(ii) such Principal Party shall take such steps (includingare complied with, but not limited to, the reservation shall have no liability to any holder of Rights Certificates or other Person as a sufficient number of shares result of its Common Stock) in connection failure to make any determinations with respect to an Acquiring Person or its Affiliates, Associates or transferees hereunder. From and after the consummation Invalidation Time, no Right Certificates shall be issued pursuant to Section 3 or Section 6 hereof that represent Rights that are or have become null and void pursuant to the provisions of this paragraph, and any Right Certificates delivered to the Rights Agent that represent Rights that are or have become null and void pursuant to the provisions of this paragraph shall be cancelled. The Company shall give the Rights Agent written notice of the identity of any such transaction as may be necessary to assure that Acquiring Person, Associate or Affiliate, or the provisions hereof shall thereafter be applicable, as nearly as reasonably may be, in relation to its shares nominee of Common Stock thereafter deliverable upon the exercise any of the Rights; foregoing, and (v) the provisions of Section 11(a)(ii) hereof Rights Agent may rely on such notice in carrying out its duties under this Agreement and shall be deemed not to have any knowledge of no effect following the first occurrence identity of any Section 13 Eventsuch Acquiring Person, Associate or Affiliate, or the nominee of any of the foregoing unless and until it shall have received such notice.

Right. except as If an event occurs which would require an adjustment under both Section 11(a)(i) and Section 11(a)(ii), the adjustment provided for in this Section 11(a)(i) shall be in addition to, and shall be made prior to, any adjustment required pursuant to Section 11(a)(ii). (ii) Subject to Sections 23 and 24 of this Agreement, in the event any Person shall become an Acquiring Person (a "Section 11(a)(ii) Event"), unless the event causing the Person to beneficially own 15% or more of the outstanding Common Shares is an acquisition of Common Shares pursuant to a tender offer or an exchange offer for all outstanding Common Shares at a price and on terms determined by at least a majority of the Board of Directors (including a majority of the Incumbent Board), after receiving advice from one or more investment banking firms, to be (a) at a price which is fair to the stockholders of the Company (taking into account all factors which such members of the Board and the Incumbent Board deem relevant (including, without limitation, prices which could reasonably be achieved if the Company or its assets were sold on an orderly basis designed to realize maximum value)) and (b) otherwise in the best interests of the Company and its stockholders (hereinafter, a "Qualifying Offer"), each holder of a Right shall, for a period of 60 days commencing on the next succeeding Business Day after the date of expiration or termination of the redemption option set forth in Section 7(e23 (provided that, if at any time prior to the expiration or termination of such 60-day period there shall be a temporary restraining order, a preliminary injunction, an injunction, or temporary suspension by the Board of Directors, or similar obstacle to exercise of the Rights (the "Injunction") hereofwhich prevents exercise of the Rights, a new 60-day period shall thereafter commence on the date the Injunction is removed), have the a right to receive receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredths of a Preferred Share for which a Right is then exercisable, in accordance with the terms of this Agreement, Agreement and in lieu of a number of one one- hundredths of a share of Preferred StockShares, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock Shares of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, Company as shall be equal to the result obtained by (lA) multiplying the then current Purchase Price by the number of one one-hundredths of a share of Preferred Stock Share for which a Right is then exercisable immediately prior and dividing that product by (B) 50% of the then current per share market price of the Company's Common Shares (determined pursuant to Section 11(d) hereof) on the date such Person became an Acquiring Person; provided, however, that if the transaction that would otherwise give rise to the first occurrence foregoing adjustment is also subject to the provisions of a Section 13 Event (orhereof, if then only the provisions of Section 13 hereof shall apply and no adjustment shall be made pursuant to this Section 11(a)(ii). Subject to Sections 23 and 24 hereof, in the event that there shall be a Section 11(a)(ii) Event has occurred prior and the Rights shall then be outstanding, the Company shall not take any action which would eliminate or diminish the benefits intended to be afforded by the Rights. Notwithstanding anything in this Agreement to the first occurrence of a Section 13 Eventcontrary, multiplying and after the number time any Person becomes an Acquiring Person, any Rights beneficially owned by (i) such Acquiring Person or an Associate or Affiliate of such one one- hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence)Acquiring Person, and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2) 50% of the current market price (determined pursuant to Section 11(d)(i) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 Event; (ii) such Principal Party shall thereafter be liable for, and shall assume, by virtue a transferee of such Section 13 EventAcquiring Person (or of any such Associate or Affiliate) who becomes a transferee after the Acquiring Person became such, all the obligations and duties of the Company pursuant to this Agreement; or (iii) the term "Company" shall thereafter be deemed to refer to a transferee of such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following the first occurrence of a Section 13 Event; Acquiring Person (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common Stock) in connection with the consummation or of any such transaction as may be necessary Associate or Affiliate) who becomes a transferee prior to assure that or concurrently with the provisions hereof shall thereafter be applicableAcquiring Person's becoming such and receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person to holders of equity interests in such Acquiring Person or to any Person with whom the Acquiring Person has any continuing agreement, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof shall be of no effect following the first occurrence of any Section 13 Event.arrangement or

Right. except as provided in Subject to Section 7(e) 24 hereof, in the event any Person shall thereafter become an Acquiring Person, each holder of a Right shall have the right to receive receive, upon the exercise thereof at a price equal to the then current Purchase Price multiplied by the number of one one-hundredth (1/100) interests in a share of Preferred Stock for which a Right is then exercisable (regardless of whether the Right is then exercisable), in accordance with the terms of this Agreement, Agreement and in lieu of a number of one one- hundredths of a share interests in shares of Preferred Stock, such number of validly authorized and issued, fully paid, nonassessable and freely tradeable shares of Common Stock of the Principal Party (as such term is hereinafter defined), not subject to any liens, encumbrances, rights of first refusal or other adverse claims, Corporation as shall be equal to the result obtained by (lA) multiplying the then current Purchase Price by the number of one one-hundredths of hundredth (1/100) interests in a share of Preferred Stock for which a Right is then exercisable immediately prior to (regardless of whether the first occurrence of a Section 13 Event (or, if a Section 11(a)(iiRight is then exercisable) Event has occurred prior to the first occurrence of a Section 13 Event, multiplying the number of such one one- hundredths of a share of Preferred Stock for which a Right was exercisable immediately prior to the first occurrence of a Section 11(a)(ii) Event by the Purchase Price in effect immediately prior to such first occurrence), and dividing that product (which, following the first occurrence of a Section 13 Event, shall be referred to as the "Purchase Price" for each Right and for all purposes of this Agreement) by (2B) fifty percent (50% %) of the then current per share market price of the Corporation's Common Stock (determined pursuant to Section 11(d)(i11(d) hereof) per share of the Common Stock of such Principal Party on the date of consummation of such Section 13 EventPerson became an Acquiring Person; (ii) such Principal Party shall thereafter be liable forprovided, and shall assumehowever, by virtue of such Section 13 Event, all the obligations and duties of the Company pursuant to this Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such Principal Party, it being specifically intended that the provisions of Section 11 hereof shall apply only to such Principal Party following Purchase Price and the first occurrence of a Section 13 Event; (iv) such Principal Party shall take such steps (including, but not limited to, the reservation of a sufficient number of shares of its Common StockStock so purchasable upon exercise of a Right shall, following the occurrence of such event, be subject to further adjustment as appropriate in accordance with Section 11(f) hereof. In the event that any Person shall become an Acquiring Person and the Rights shall then be outstanding, the Corporation shall not take any action (except as permitted under Sections 24 and 27 hereof) that would eliminate or diminish the benefits intended to be afforded by the Rights, except as provided in connection with Section 23(b) hereof. Notwithstanding anything in this Agreement to the consummation contrary, from and after the time any Person becomes an Acquiring Person, any Rights that are or were acquired or beneficially owned by such Acquiring Person (or any Associate or Affiliate of such Acquiring Person) shall be null and void, and any holder of such Rights shall thereafter have no right to exercise such Rights under any provision of this Agreement. No Right Certificate shall be issued pursuant to Section 3 hereof that represents Rights beneficially owned by an Acquiring Person or any Associate or Affiliate thereof whose Rights would be null and void pursuant to the preceding sentence; no Right Certificate shall be issued at any time upon the transfer of any Rights to an Acquiring Person or any Associate or Affiliate thereof or to any nominee of such transaction as may Acquiring Person, Associate or Affiliate whose Rights would be necessary null and void pursuant to assure the preceding sentence. Where a Right Certificate is delivered to the Rights Agent for transfer to an Acquiring Person or an Associate or Affiliate thereof, and the Rights Agent has actual knowledge or has received notice from the Corporation that the provisions hereof shall thereafter be applicabletransferee is an Acquiring Person or an Associate or Affiliate thereof, as nearly as reasonably may be, in relation to its shares of Common Stock thereafter deliverable upon the exercise of the Rights; and (v) the provisions of Section 11(a)(ii) hereof that Right Certificate shall be of canceled. The Rights Agent shall have no effect following the first occurrence of any Section 13 Eventliability for canceling Right Certificates so delivered for transfer.