Common use of Right Clause in Contracts

Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of the exercise price of a Right an amount of cash or securities equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expires, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated April 22, 1998. A copy of the Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is hereby incorporated herein by reference.

Right. In Each of the event that any person becomes an Acquiring Person, proper provision Rights outstanding after such adjustment of the number of Rights shall be made so that each holder exercisable for the number of shares of Preferred Stock for which a Right, other than Right was exercisable immediately prior to such adjustment. Each Right held of record prior to such adjustment of the number of Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise shall become that number of Common Shares having a market value of two times Rights (calculated to the exercise price nearest ten-thousandth) obtained by dividing the Purchase Price in effect immediately prior to adjustment of the RightPurchase Price by the Purchase Price in effect immediately after the adjustment of the Purchase Price. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the The Company shall deliver upon payment of the exercise price of make a Right an amount of cash or securities equivalent in value public announcement and shall give simultaneous written notice to the Common Shares issuable upon exercise Rights Agent of a Right; provided thatits election to adjust the number of Rights, if indicating the Company fails record date for the adjustment to meet such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) be made. This record date may be the date on which the Company's right Purchase Price is adjusted or any day thereafter, but, if the Right Certificates have been issued, shall be at least 10 days later than the date of the public announcement. If Right Certificates have been issued, upon each adjustment of the number of Rights pursuant to redeem the Rights expiresthis Section 11(i), the Company must delivershall, upon exercise as promptly as practicable, cause to be distributed to holders of a Right but without requiring payment of the exercise price then in effectCertificates on such record date Right Certificates evidencing, Common Shares (subject to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common SharesSection 14, the Board additional Rights to which such holders shall be entitled as a result of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void)adjustment, in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which mayor, at the election option of the Company, shall cause to be evidenced distributed to such holders of record in substitution and replacement for the Right Certificates held by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day such holders prior to the date of exerciseadjustment, and upon surrender thereof, if required by the Company, new Right Certificates evidencing all the Rights to which such holders shall be entitled after such adjustment. At any time prior Right Certificates so to be distributed shall be issued, executed and countersigned in the time any Person becomes an Acquiring Personmanner provided for herein (and may bear, at the option of the Company, the Board of Directors of adjusted Purchase Price) and shall be registered in the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right names of the holders of Rights will be to receive record of Right Certificates on the Redemption Price. The terms of record date specified in the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person and its Affiliates and Associates). A copy of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated April 22, 1998. A copy of the Agreement is available free of charge from the Company. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is hereby incorporated herein by referencepublic announcement.

Right. In the event that any person becomes an Acquiring Person, proper provision shall be made so that each holder For purposes of a Right, other than Rights beneficially owned by the Acquiring Person and its Affiliates and Associates (which will thereafter be voidthis SECTION 14(a), will thereafter have the right to receive upon exercise that number of Common Shares having a current market value of two times a whole Right shall be the exercise closing price of the RightRights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. If The closing price of the Company does Rights for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not have sufficient Common Shares listed or admitted to satisfy such obligation trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to issue Common Sharessecurities listed on the principal national securities exchange on which the Rights are listed or admitted to trading, or if the Board of Directors so electsRights are not listed or admitted to trading on any national securities exchange, the Company shall deliver upon payment last quoted price or, if not so quoted, the average of the exercise price of a Right an amount of cash high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or securities equivalent such other system then in value to the Common Shares issuable upon exercise of a Right; provided thatuse or, if the Company fails to meet on any such obligation within 30 days following the later of (x) the first occurrence of an event triggering the right to purchase Common Shares and (y) the date on which the Company's right to redeem the Rights expiresare not quoted by any such organization, the Company must deliver, upon exercise of a Right but without requiring payment average of the exercise price then closing bid and asked prices as furnished by a professional market maker making a market in effect, Common Shares (to the extent available) and cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one Common Share per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended selected by the Board of Directors of the Company without the consent of the holders of Company. If on any such date no such market maker is making a market in the Rights, except that from and after such time as any person becomes an Acquiring Person no such amendment may adversely affect the interests of the holders fair value of the Rights on such date shall be as determined in good faith by the Board of Directors of the Company. (b) The Company shall not be required to issue fractions of shares of Preferred Stock (other than the Acquiring Person and its Affiliates and Associates). A copy integral multiples of the Agreement has been filed with the Securities and Exchange Commission as an Exhibit to one-hundredths of a Registration Statement on Form 8-A dated April 22, 1998. A copy share of the Agreement is available free of charge from the Company. This summary description Preferred Stock) upon exercise of the Rights does or to distribute certificates that evidence fractional shares of Preferred Stock (other than integral multiples of one-hundredths of a share). In lieu of fractional shares of Preferred Stock that are not purport to be complete and is qualified in its entirety by reference integral multiples of one-hundredths of a share, the Company may pay to the Agreementregistered holders of Rights 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-hundredths of a share of Preferred Stock. For purposes of this SECTION 14(b), which is hereby incorporated herein by reference.the current market value of one-hundredths of a share of Preferred Stock shall be one-hundredth of the closing price of a share of Preferred Stock (as determined pursuant to SECTION 11(d)(ii) hereof) for the Trading Day immediately prior to the date of such exercise. 30