Common use of Exchange Clause in Contracts

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the CompanyDirectors) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than shall have become the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner beneficial owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions conditions, if any, as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into such arrangements or implement such procedures as it deems necessary or appropriate for ensuring that Common Stock (or such other consideration contemplated by Section 24(c) below) issuable upon an exchange pursuant to this Section 24 is not received by any holders of Rights that have become null and void pursuant to Section 11(a)(ii) hereof, including entering into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Companyshares of Common Stock (or such other consideration) of the securities to be exchanged for the Rights issuable pursuant to this Section 24the exchange, and all Persons entitled to receive shares (or such securities other consideration) pursuant to the exchange shall be entitled to receive all such shares (or some (as designated by the Board of Directors of the Companysuch other consideration) of such securities (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any such SubsidiarySubsidiary of the Company, or any entity holding Common Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Common Shares Stock then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Before effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities shares of Common Stock (or other securities) issuable pursuant to the exchange shall be entitled to receive exchange, and all or some (as designated by the Board of Directors Directors) holders of Rights entitled to receive shares pursuant to the Company) of exchange shall be entitled to receive such securities shares (and any dividends paid or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding Any such exchange will be effective immediately upon the foregoing, action of the Board of Directors of the Company shall not be empowered to effect ordering the same, unless such exchange at any time after any Person (other than the Company, any Subsidiary action of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may expressly provides that such exchange will be made effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such time, on exchange will be effective in accordance with the provisions of such basis and with such conditions as action of the Board of Directors of the Company in its sole discretion may establishCompany). Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) by exchanging for each such Right one share of Common Shares at an exchange ratio Stock of one Common Share per Rightthe Corporation, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the date hereof (such number of Rights pursuant to Section 11(a)(i) (such exchange ratio shares of Common Stock per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 2427, the Board of Directors of the Company may direct the Company Corporation to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Corporation shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Voting Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 27(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27(a).

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) by exchanging for each such Right one share of Common Shares at an exchange ratio Stock of one Common Share per Rightthe Company, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the date hereof (such number of Rights pursuant to Section 11(a)(i) (such exchange ratio shares of Common Stock per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing; provided, however, that in connection with any exchange effected pursuant to this Section 27, the Board of Directors of the Company may (but shall not be empowered required to) determine that a holder of Rights shall not be entitled to effect receive shares of Common Stock that would result in such exchange at any time after any Person holder, together with such holder’s Affiliates and Associates, becoming the Beneficial Owner of more than four and nine-tenths percent (other than 4.9%) of the Companythen outstanding Common Stock. If a holder would, any Subsidiary but for the proviso set forth in the previous sentence, be entitled to receive a number of shares under this subsection (a) that would otherwise result in such holder, together with such holder’s Affiliates and Associates, becoming the Beneficial Owner of shares of Common Stock in excess of four and nine-tenths percent (4.9%) of the then outstanding Common Stock (such shares, the “Excess Exchange Shares”), in lieu of receiving such Excess Exchange Shares, such holder will be entitled to receive an amount in (1) cash, (2) debt securities of the Company, (3) other assets, or (4) any employee benefit plan combination of the Company or any such Subsidiaryforegoing, or any entity holding Common Shares for or pursuant having an aggregate value equal to the terms Current Market Price of any such plan), together with all Affiliates and Associates a share of such Person, becomes Common Stock on the Beneficial Owner of 50% or more date of the Common occurrence of a Triggering Event multiplied by the number of Excess Exchange Shares then outstandingthat would otherwise have been issuable to such holder. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 2427, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Common Stock then outstanding.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, mandatorily exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend, or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"); provided, however, that during the 180 day period commencing when any Person becomes an Acquiring Person, any exchange of the Rights shall be effective only if there are at least five Continuing Directors then in office, and such exchange shall have been approved by the Board of Directors and by a majority of the such Continuing Directors. If the Board of Directors of the Company elects to exchange all the Rights for Common Stock pursuant to this Section 24 prior to the physical distribution of the Rights Certificates, the Corporation may distribute the Common Stock issuable in the exchange in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Right Certificates on the date of such distribution. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Companyits Subsidiaries, any employee benefit plan of the Company or any such Subsidiaryof its Subsidiaries, or any entity holding shares of Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Shares Stock then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as ordering the Board exchange of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the any Rights pursuant to paragraph (a) of this Section 2424 and without any further action and without any notice, the right to exercise such Rights shall terminate and all Persons entitled the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such securities Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the exchange shall be entitled to receive all or some (as designated provisions of Section 11(a)(ii) hereof) held by the Board each holder of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementRights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Common Shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities Common Shares (and any dividends or distributions made thereon after the date on which such securities Common Shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Stock Acquisition Date, upon resolution by the Board of Directors of the Company, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Class A Common Shares Stock at an exchange ratio of one share of Class A Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number date of Rights pursuant to Section 11(a)(i) this Agreement (such exchange ratio being hereinafter referred to as the “Section 27(a)(i) Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of shares of Class A Common Stock and/or shares of Class B Common Stock representing 50% or more of the voting power represented by the shares of Class A Common Shares Stock and shares of Class B Common Stock then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 2427, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Class A Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Shares, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, determine, and instruct the Rights Agent, to exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares ADSs at an exchange ratio of one-half of one Common Share ADS per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect initiate such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Common Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Ordinary Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the CompanyBoard) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the CompanyBoard) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. If the Rights are to be exchanged, the Company shall instruct the Rights Agent as to the timing and procedures to be used for that exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the CompanyDirectors) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Ordinary Shares at an exchange ratio of one Common (1) Ordinary Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Common Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Ordinary Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe later of the (i) the Distribution Date and (ii) the Share Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding Any such exchange will be effective immediately upon the foregoing, action of the Board of Directors of the Company shall not be empowered to effect ordering the same, unless such exchange at any time after any Person (other than the Company, any Subsidiary action of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may expressly provides that such exchange will be made effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such time, on exchange will be effective in accordance with the provisions of such basis and with such conditions as action of the Board of Directors of the Company in its sole discretion may establishCompany). Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Common Shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities Common Shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding Any such exchange will be effective immediately upon the foregoing, action of the Board of Directors of the Company shall not be empowered to effect ordering the same, unless such exchange at any time after any Person (other than the Company, any Subsidiary action of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may expressly provides that such exchange will be made effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such time, on exchange will be effective in accordance with the provisions of such basis and with such conditions as action of the Board of Directors of the Company in its sole discretion may establishCompany). Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Common Shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities Common Shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares of the Company at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of any such plan appointed by the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares of the Company then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at as such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of Common Shares or common stock equivalents, to the securities to be exchanged for the Rights extent applicable pursuant to this Section 2424(c), issuable pursuant to the exchange (and any cash in lieu of fractional shares), and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all such Common Shares or some (as designated by the Board of Directors of the Company) of such securities common stock equivalents (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust and any cash in lieu of fractional shares) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the Company may be made effective holders of such Rights at such time, on such basis and with such conditions their last addresses as they appear upon the Board of Directors registry books of the Company Rights Agent. Any notice which is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice. Without limiting Each such notice of exchange will state the foregoingmethod by which the exchange of the Common Stock for Rights will be effected and, in connection with effecting an the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Board Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Directors Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that the number of shares of Common Stock which are authorized by the Company's Amended and Restated Certificate of Incorporation but which are not outstanding or reserved for issuance for purposes other then upon exercise of the Company may direct the Company Rights is not sufficient to enter into a trust agreement permit any exchange of Rights as contemplated in such form and accordance with such terms as this Section 24, the Board of Directors shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall then approve and not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the trust created by registered holders of the Rights Certificates with regard to which such trust agreement all or some fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as designated by determined pursuant to the Board second sentence of Directors of the CompanySection 11(d)(i) of the securities to be exchanged hereof) for the Rights Trading Day immediately prior to the date of exchange pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. Section 25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan, or any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyCommon Shares or any other securities described in Section 24(c) of the securities to be exchanged for the Rights issuable pursuant to this Section 24the exchange, and all Persons entitled to receive Common Shares or such other securities pursuant to the exchange shall be entitled to receive all such Common Shares or some (as designated by the Board of Directors of the Company) of such other securities (and any dividends or distributions made thereon after the date on which such Common Shares or other securities are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Company, by action of the Board of Directors of the Company Directors, may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Units of Preferred Stock or shares of Common Shares Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Common Share Exchange Security per Right, as appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange pursuant to this Section 24exchange, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities Exchange Securities issuable pursuant to the exchange shall be entitled to receive exchange, and all or some (as designated by the Board of Directors Directors) of the Company) of Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such securities Exchange Securities (and any dividends or distributions made thereon after the date on which such securities Exchange Securities are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Any Exchange Securities issued at the direction of the Board of Directors in connection with this Section 24(a) shall be validly issued, fully paid and nonassessable shares of Common Stock or Units of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange Immediately upon the action of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as ordering the Board exchange of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the any Rights pursuant to paragraph (a) of this Section 2424 and without any further action and without any notice, the right to exercise such Rights shall terminate and all Persons entitled the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such securities Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the exchange shall be entitled to receive all or some (as designated provisions of Section 11(a)(ii) hereof) held by the Board each holder of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementRights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become null and effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock (or one one-thousandth of a share of Preferred Stock) per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons stockholders entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares of the Company at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of any such plan appointed by the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares of the Company then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Before effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyBoard) of the securities to be exchanged for the Rights Common Shares (or other securities) issuable pursuant to this Section 24the exchange, and all Persons or some (as designated by the Board) holders of Rights entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends paid or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) 24.1 The Board of Directors of the Company may, at its option, at any time on or after any Person becomes an Acquiring Personthe Distribution Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) 7.5 hereof) for Common Ordinary Shares of the Company at an exchange ratio of one Common Ordinary Share of the Company per Right, or a fractional Preferred Share (or other preferred share) equivalent in value thereto, appropriately adjusted to reflect any adjustment in share split, share dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Section 24.1 Exchange Ratio”). The Rights Agent shall be given written notice as soon as practicable of any such exchange and the Exchange Ratio pursuant to which such exchange is effected and shall be deemed to have no knowledge thereof until it receives such notice. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Ordinary Shares then outstandingof the Company. From and after the occurrence of an event specified in Section 13.1 hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24.1 shall thereafter be exercisable only in accordance with Section 13.1 and may not be exchanged pursuant to this Section 24.1. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Ordinary Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"); provided, however, that if the Board authorizes such exchange of the Rights at any time on or after the earliest of (x) the time that any Person becomes an Acquiring Person or (y) the first occurrence of either of the circumstances described in clauses (i) and (ii) of Section 23(c) hereof, there must be at least one Continuing Director then in office and such authorization shall require the approval of a majority of the Continuing Directors then in office. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding. The (b) Immediately upon the action of the Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Board Exchange Ratio. The Company shall promptly give public notice of Directors any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the Company may be made effective holders of such Rights at such time, on such basis and with such conditions their last addresses as they appear upon the Board of Directors registry books of the Company Rights Agent. Any notice which is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice. Without limiting Each such notice of exchange will state the foregoingmethod by which the exchange of the Common Stock for Rights will be effected and, in connection with effecting an the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Board Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Directors Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation but which are not outstanding or reserved for issuance for purposes other then upon exercise of the Company may direct the Company Rights is not sufficient to enter into a trust agreement permit any exchange of Rights as contemplated in such form and accordance with such terms as this Section 24, the Board shall take all such action as may be necessary to authorize additional shares of Directors Common Stock for issuance upon exchange of the Rights. (e) The Company shall then approve and not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the trust created by registered holders of the Rights Certificates with regard to which such trust agreement all or some fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as designated by determined pursuant to the Board second sentence of Directors of the CompanySection 11(d)(i) of the securities to be exchanged hereof) for the Rights Trading Day immediately prior to the date of exchange pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. Section 25.

Exchange. (a) The At any time after the occurrence of a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) for shares of Class B Common Shares Stock or, if there are no longer separate classes of Common Stock, shares of Common Stock, at an exchange ratio of one share of Class B Common Share Stock or Common Stock, as the case may be, per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)an Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the shares of Common Shares Stock then outstanding or 50% or more of the shares of Class A Common Stock or Class B Common Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting (b) Immediately upon the foregoingeffectiveness of the action of the Board electing to exchange any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of the holders of such Rights shall be to receive that number of shares of Class B Common Stock or Common Stock, as the case may be, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Class B Common Stock or Common Stock, as the case may be, for Rights will be effected and, in connection with effecting an the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights that have become void pursuant to this Section 24, the Board 7(d)) held by each holder of Directors of the Rights. (c) The Company may direct at its option substitute (and, in the Company to enter into a trust agreement in such form and with such terms event that there shall not be sufficient shares of Class B Common Stock or Common Stock, as the Board case may be, issued but not outstanding or authorized but unissued to permit the exchange of Directors of Rights for Class B Common Stock or Common Stock ordered in accordance with Section 24(a), the Company shall then approve and issue substitute to the trust created by extent of such trust agreement all insufficiency), for each share of Class B Common Stock or some Common Stock that would otherwise be issuable upon exchange of a Right, a number of one one hundredths of a share of Preferred Stock such that the current market price (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights determined pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company11(d)) of such securities number of one one hundredths of a share of Preferred Stock is equal to the current market price (and any dividends determined pursuant to Section 11(d)) of one share of Class B Common Stock or distributions made thereon after Common Stock, as the case may be, as of the date on which of such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementexchange.

Exchange. (a) The Board of Directors of Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board of Directors of the Company, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares (the “Exchange Securities”) at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) stock split, stock dividend or similar transaction occurring after April 28, 2005 (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity Person holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with prior to effecting such an exchange pursuant to this Section 24exchange, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities Exchange Securities issuable pursuant to the exchange shall be entitled to receive exchange, and all or some (as designated by the Board of Directors of Directors) Persons entitled to receive Exchange Securities pursuant to the Company) of exchange shall be entitled to receive such securities Exchange Securities (and any dividends or distributions made thereon after the date on which such securities Exchange Securities are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreement.Trust Agreement. Prior to effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may implement such procedures as it deems appropriate to minimize the possibility that any Exchange Securities issuable pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Without limiting the generality of the foregoing, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are so null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable or exercisable or exchangeable in connection herewith. Any Exchange Securities issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate

Exchange. Subject to the terms and conditions of this Agreement, the Exchangeable Securities and the Indenture, upon proper surrender to the Collateral Agent of any Exchangeable Security (a) The Board of Directors or any portion of the Company may, at its option, at any time after any Person becomes an Acquiring Person, principal amount thereof) for exchange all or part by the Holder thereof in accordance with the terms thereof and of the then outstanding Indenture, the Collateral Agent shall (i) promptly notify the Company of such surrender and exercisable Rights (which shall not include Rights that have become null ii) following such surrender and void pursuant notification, promptly accept the same for exchange, and upon such acceptance and within the applicable time periods set forth in Section 17.02(b) and/or Section 17.10 of the Indenture (A) except to the provisions of Section 11(a)(iiextent provided in clause (F) hereofbelow, either (1) obtain from the transfer agent for the Kaiser Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in and all other securities for which the number of Rights pursuant to Section 11(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or Exchangeable Securities are then exchangeable pursuant to the terms of any the Indenture ("Exchange Securities") and deliver or cause to be delivered to or on the order of the Holder of such planExchangeable Security (or portion thereof), together with all Affiliates and Associates a certificate or certificates representing such number of whole Exchange Securities, or (2) instruct DTC or, if applicable, any other nominee in whose name the Exchange Securities are registered, to transfer to such Holder's account (or the account of such PersonHolder's nominee) such number of whole Exchange Securities, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company as such Holder may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant in accordance with the terms of the Exchangeable Security and of the Indenture; (B) except to the exchange extent provided in clause (F) below, deliver or cause to be delivered to or on the order of such Holder a check in payment of any cash adjustment in lieu of fractional shares or other units, as the case may be, computed in accordance with the Indenture and such additional cash as may have been apportioned under the Indenture to the Exchange Property which the Holder of such Exchangeable Security (or portion thereof) shall be entitled to receive all or some (as designated by in accordance with the Board of Directors terms thereof and of the CompanyIndenture; (C) except to the extent provided in clause (F) below, deliver or cause to be delivered to or on the order of such securities (and Holder any dividends other certificates or distributions made thereon after instruments or other property constituting or evidencing ownership of the date on which Exchange Property as such securities are deposited Holder may be entitled to receive in the trust) from such trust and upon compliance accordance with the relevant terms of the trust agreementExchangeable Security and of the Indenture; (D) deliver for cancellation to the Trustee the Exchangeable Security so exchanged; (E) if only a portion of said Exchangeable Security is exchanged and if the Exchangeable Securities are represented by certificates, obtain from the Trustee and deliver to or on the order of the Holder of the Exchangeable Security surrendered for exchange a new Exchangeable Security or Exchangeable Securities for the principal amount at maturity thereof not exchanged; (F) to the extent the Company exercises its Cash Payment Election in lieu, in whole or in part, of delivery of Kaiser Common Stock or other Marketable Securities included in the Exchange Property pursuant to Section 17.10 of the Indenture and if sufficient funds are first deposited with the Collateral Agent by the Company, the Collateral Agent shall, to such extent, in lieu of the actions set forth in clauses (A) through (C) above, pay to the Holder of such Exchangeable Security so surrendered an amount in cash as provided by Section 17.10 of the Indenture; and (G) if the Company exercises its Cash Payment Election in lieu, in whole or in part, of delivery of Kaiser Common Stock or Marketable Securities included in the Exchange Property pursuant to Section 17.10 of the Indenture but cash is not delivered in accordance with the Indenture, the Collateral Agent shall take the actions set forth in clauses (A) through (C) above. The Company will, upon request, promptly notify the Collateral Agent in an Officers' Certificate, setting forth the Company's calculations in reasonable detail, of the Market Value or Market Price as of the relevant dates for the purpose of computing cash adjustments to be paid upon exchanges in lieu of fractional shares or other units, as the case may be, or for any other purpose the Collateral Agent deems appropriate.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company shall provide prompt written notice to the Rights Agent and the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) Right (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner beneficial owner of 50% or more a majority of the Common Shares then outstanding. The Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Company may direct Persons entitled thereto in connection with the Company exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”), issue, transfer or deposit the Exchange Property to enter or into a trust agreement or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided, that such trust or other entity may not be controlled by the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in such form trust or entity and with (iii) impose such terms procedures as are necessary to verify that the Board Exchange Recipients are not Acquiring Persons or Affiliates or Associates of Directors Acquiring Persons as of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated any time periods established by the Board of Directors of or such trust or entity. In the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by event the Board of Directors determines, before the Distribution Date, to effect an exchange, such Board of Directors may delay the occurrence of the Company) Distribution Date to such time as such Board of such securities (and any dividends or distributions made thereon Directors deems advisable; provided, that the Distribution Date must occur no later than 20 days after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementShares Acquisition Date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become null and effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock (or one one-thousandth of a share of Preferred Stock) per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) stock split, stock dividend or similar transaction occurring after November 13, 2023 (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons stockholders entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(e)) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any such SubsidiarySubsidiary of the Company, or any entity holding Common Shares Person organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Common Shares Stock then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Before effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities shares of Common Stock issuable pursuant to the exchange shall be entitled to receive exchange, and all or some (as designated by the Board of Directors Directors) holders of Rights entitled to receive shares of Common Stock pursuant to the Company) of exchange shall be entitled to receive such securities shares (and any dividends paid or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) a. The Board of Directors Trustees of the Company may, at its option, by resolution adopted at any time after any Person becomes an Acquiring Person, provide that the Company shall exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of one Common Share of the Company per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors Trustees of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of (i) the aggregate voting power of the Company's voting securities or (ii) the Common Shares of the Company then outstanding. b. Immediately upon the action of the Board of Trustees of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares of the Company for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. c. In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights by as contemplated in accordance with this Section 24, the Board of Directors Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be made effective at necessary to authorize such timeadditional Common Shares of the Company, on such basis and with such conditions as the Board of Directors Company shall substitute, for each Common Share of the Company that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. d. The Company shall not be required to issue fractions of Common Shares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in its sole discretion may establishcash equal to the same fraction of the current market value of a whole Common Share of the Company. Without limiting For the foregoingpurposes of this paragraph (d), in connection with effecting an the "current market value" of a whole Common Share of the Company shall be the closing price of a Common Share of the Company (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become null and effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock (or one-thousandth of a share of Preferred Stock) per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio amount per Right being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the "Trust Agreement"). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the "Trust") all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons stockholders entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person or Adverse Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiarySubsidiary of the Company, any Person or any entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner owner of 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the "Trust Agreement"). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the "Trust") all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its optionsole option and election, at any time after any Person becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in may establish at its sole discretion may establishoption and election. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become null and effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock (or one one-thousandth of a share of Preferred Stock) per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) stock split, stock dividend or similar transaction occurring after November 13, 2020 (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons stockholders entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiarysubsidiary, or any entity holding shares of Common Shares Stock for or pursuant to the terms of any such planplan or any Shore Affiliate), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner owner of 50% or more of the Common Shares Stock then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be made effective at such time, on such basis and with such conditions as the Board of Directors necessary to authorize additional Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the current per share market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in its sole discretion may establishcash equal to the same fraction of the current market value of a whole share of Common Stock. Without limiting For the foregoingpurposes of this paragraph (d), in connection with effecting an the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 13(g) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this . Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of any class or series of Voting Stock, after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the Common Shares shares of the Voting Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Subject to any limitations of applicable law, the Board of Directors of the Company may, at its option, at any time after any Person person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any wholly-owned Subsidiary of the Company, any employee benefit plan of the Company or of any such Subsidiary, or any entity Person holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 27 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only rights thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 27, the Company shall take all such action as may be made effective at such time, on such basis and with such conditions as the Board of Directors necessary to authorize additional Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holder of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in its sole discretion may establishcash equal to the same fraction of the current market value of a whole Common Share. Without limiting For the foregoingpurposes of this subsection (d), in connection with effecting the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately after the public announcement by the Company that an exchange is to be effected pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement27.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”), including without limitation any terms to permit the Trust to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in Trust. If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement, including without limitation any terms or procedures as are necessary or advisable to verify whether or not a person is an Acquiring Person, or an Affiliate, Associate or transferee thereof, as of any time periods established by the Board of Directors of the Company or the Trust.

Exchange. (a) The Board of Directors of the Company may, at its option, by action of its Board of Directors, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares of the Company at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity Person holding Common Shares of the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Voting Power of the aggregate of all Voting Stock then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall the approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange (and any cash in lieu of fractional shares), and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust and any cash in lieu of fractional shares) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares of the Company for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares of the Company then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company may ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be made effective at such time, on such basis and with such conditions as the Board to receive that number of Directors Common Shares of the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice. Without limiting Each such notice of exchange will state the foregoingmethod by which the exchange of the Common Shares of the Company for Rights will be effected and, in connection the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with effecting this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares of the Company, the Company shall substitute, for each Common Share of the Company that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share of the Company as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share of the Company (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this . Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii11(a) (ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company may ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be made effective at to receive that number of Common Shares equal to the number of such timeRights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, on however, that the failure to give, or any defect in, such basis and with notice shall not affect the validity of such conditions as the Board exchange. The Company promptly shall mail a notice of Directors any such exchange to all of the Company holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice. Without limiting Each such notice of exchange will state the foregoingmethod by which the exchange of the Common Shares for Rights will be effected and, in connection with effecting an the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a) (ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.shall

Exchange. (a) The At any time on or after the occurrence of a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof7(d)) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other becomes the beneficial owner of more than the Company, any Subsidiary 50% of the Company, any employee benefit plan shares of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24preceding sentence, the Board of Directors may (i) in lieu of issuing shares of Common Stock or any other securities contemplated by this Section 24 to the Company may direct Persons entitled thereto in connection with the Company exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”), issue, transfer or deposit the Exchange Property to enter or into a trust agreement or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Affiliates or Associates, and provided further that the trustee or similar fiduciary of the trust or other entity shall attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in such form trust or entity and with (iii) impose such terms procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors or such trust or entity. In the event the Board of Directors determines, before the Distribution Date, to effect an exchange, the Board of Directors may delay the occurrence of the Distribution Date to such time as the Board of Directors of deems advisable; provided that the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon Distribution Date must occur no later than 20 days after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementStock Acquisition Date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, determine, and instruct the Rights Agent, to exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii11(a) (ii) hereof) for Common Shares ADSs at an exchange ratio of one-half of one Common Share ADS per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect initiate such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or stock ownership plan of the Company or any such Subsidiary, or any entity holding Common Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Ordinary Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the CompanyBoard) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the CompanyBoard) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. If the Rights are to be exchanged, the Company shall instruct the Rights Agent as to the timing and procedures to be used for that exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be made effective at such time, on such basis and with such conditions as the Board of Directors necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in its sole discretion may establishcash equal to the same fraction of the current market value of a whole Common Share. Without limiting For the foregoingpurposes of this paragraph (d), in connection with effecting an the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the CompanyDirectors) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementagreement.(b) Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) by exchanging for each such Right one share of Common Shares at an exchange ratio Stock of one Common Share per Rightthe Corporation, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the date hereof (such number of Rights pursuant to Section 11(a)(i) (such exchange ratio shares of Common Stock per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 2427, the Board of Directors of the Company may direct the Company Corporation to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Corporation shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than an Exempt US_ACTIVE:\44376304\7\11727.0008 Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50%) or more of the Voting Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 27(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27(a).

Exchange. (a) The Board of Directors of the Company may, at its optionsole option and election, at any time after any Person becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof11(b)) for shares of the Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in may establish at its sole discretion may establishoption and election. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company may ordering the exchange of any Rights pursuant to Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be made effective to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such timenotice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on such basis and the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In lieu of issuing Common Shares in accordance with such conditions as Section 24(a) hereof, the Company may, if a majority of the Board of Directors then in office determines that such action is necessary or appropriate and not contrary to the interests of the Company in its sole discretion may establish. Without limiting the foregoingholders of Rights, elect to (and, in connection the event that there are not sufficient treasury shares and authorized but unissued Common Shares to permit any exchange of the Rights in accordance with effecting Section 24(a) hereof, the Company shall) take all such action as may be necessary to authorize, issue or pay, upon the exchange of the Rights, cash (including by way of a reduction of the Purchase Price), property, Common Shares, other securities or any combination thereof having an aggregate value equal to the value of the Common Shares which otherwise would have been issuable pursuant to Section 24(a) hereof, which aggregate value shall be determined by a nationally recognized investment banking firm selected by a majority of the Board of Directors then in office. For purposes of the preceding sentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof. Any election pursuant to this Section 24(c) by the Board of Directors must be made within 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred. Following the occurrence on the event described in Section 11(a)(ii) hereof, a majority of the Board of Directors then in office may suspend the exercisability of the Rights for a period of up to 60 days following the date on which the event described in Section 11(a)(ii) hereof shall have occurred to the extent that such directors have not determined whether to exercise their rights of election under this Section 24(c). In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately after the date of the first public announcement by the Company that an exchange is to be effected pursuant to this Section 24, the Board . (e) The Company shall not be required to issue fractions of Directors Preferred Shares (other than fractions which are integral multiples of one one- hundredth of a Preferred Share) upon exchange of the Company may direct Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions which are integral multiples of one one- hundredth of a Preferred Share). Fractions of Preferred Shares in integral multiples of one one- hundredth of a Preferred Share may, at the Company election of the Company, be evidenced by depositary receipts; provided, however, that holders of such depositary receipts shall have all of the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions to enter into which they are entitled as beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-hundredth of a trust agreement in such form and with such terms as the Board of Directors of Preferred Share, the Company shall then approve and issue pay to the trust created by registered holders of Right Certificates at the time such trust agreement all or some Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of one Preferred Share. For the purposes of this Section 24(e), the current market value of a Preferred Share shall be one hundred (100) times the closing price of a Common Share (as designated determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately after the date of the first public announcement by the Board of Directors of the Company) of the securities Company that an exchange is to be exchanged for the Rights effected pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. Section 25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become null and effective or that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock (or one one-thousandth of a share of Preferred Stock) per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) stock split, stock dividend or similar transaction occurring after November 13, 2017 (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons stockholders entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Company, upon resolution of the Board of Directors of the Company Directors, may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Units of Preferred Stock or shares of Company Common Shares Stock, at the election of the Board of Directors (such Units of Preferred Stock or shares of Company Common Stock, as applicable, the “Exchange Securities”) at an exchange ratio of one Common Share Exchange Security per Right, as appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Company Common Stock aggregating 50% or more of the shares of Company Common Shares Stock then outstanding. From and after the occurrence of a Section 13(a) Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Exchange Securities issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Exchange Securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities Exchange Securities (and any dividends or distributions made thereon after the date on which such securities Exchange Securities are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Any Exchange Securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued.

Exchange. (aj) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Any such exchange will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors of the Company shall will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. Immediately upon the effectiveness of the exchange of any Rights as provided in Section 24(a), and without any further action and without any notice, the right to exercise such Rights will terminate and the only right with respect to such Rights thereafter of the holder of such Rights will be to receive that number of Common Shares then outstandingequal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company will publicly announce such exchange and, within 10 calendar days thereafter, will give notice of such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent; provided, however, that the failure to give, or any defect in, such notice will not affect the validity of such exchange. Any notice that is mailed in the manner herein provided will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii)) held by each holder of Rights. In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any Common Share exchangeable for a Right (i) equivalent common shares (as such term is used in Section 11(a)(iii)), (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, in any event having an aggregate value, as determined in good faith by the Board of Directors of the Company may (whose determination will be made effective at such timedescribed in a statement filed with the Rights Agent), equal to the current market value of one Common Share (determined pursuant to Section 11(d)) on such basis and with such conditions as the Board of Directors Trading Day immediately preceding the date of the Company in its sole discretion may establish. Without limiting effectiveness of the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the CompanyDirectors) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. Immediately upon the effectiveness of the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring PersonIssuance Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Ordinary Shares at an exchange ratio of one Common (1) Ordinary Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit or share ownership plan of the Company or any such Subsidiary, or any entity holding Common Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Ordinary Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include other than Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereofas provided in SECTION 7(e)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in one-half the number of shares of Common Stock, one-thousandths of a share of Preferred Stock, or shares or other units of property for which the Rights pursuant are exercisable immediately before the time of the action of the Board of Directors to Section 11(a)(iexchange the Rights (the "EXCHANGE NUMBER") (such exchange ratio being hereinafter referred to or any combination thereof as determined by the “Exchange Ratio”)Board. Notwithstanding the foregoing, the Board of Directors of the Company shall will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or Company, any such Subsidiary, Subsidiary or any entity holding shares of Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Shares Stock then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting (b) Immediately upon the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors action of the Company may direct ordering the Company exchange of any Rights pursuant to enter into SECTION 35(a), evidence of which has been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights will terminate and the only right of a trust agreement in holder of such form and with Rights will be to receive that number of shares of Common Stock, Preferred Stock, or units of other property equal to the number of such terms as Rights held by such holder multiplied by the Board of Directors Exchange Number. Promptly after the action of the Company shall then approve ordering the exchange of the Rights, the Company will (i) file evidence of such action with the Rights Agent, (ii) give public notice of such exchange; provided, however, that the failure to give, or any defect in, such notice will not affect the validity of such exchange, and issue (iii) mail notice of such exchange to the trust created holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice that is mailed in the manner provided in this SECTION 35(b) will be deemed given, whether or not the holder receives the notice. Each such notice or exchange will state the method by such trust agreement all or some which the exchange will be effected and, in the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange will be effected pro rata based on the number of Rights (other than Rights that have become void as designated provided in SECTION 7(e)) held by each holder of Rights. (c) In the event that the number of shares of Common Stock that are authorized by the Board Company's Certificate of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.Incorporation but not outstanding or

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one-fifth of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"), provided that the shares of Common Stock so exchanged shall be of the same class or series which the holders of such Rights would have been entitled to receive upon the exercise thereof. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of voting securities of the Company then outstanding representing 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors Voting Power of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establishCompany. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the "Trust Agreement"). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and issue shall transfer to the trust created by such trust agreement (the "Trust") all or some (as designated by the Board of Directors of the Company) shares of the Common Stock, cash, other securities to be exchanged for the Rights or other assets issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such shares, cash, securities or other assets pursuant to the exchange shall be entitled to receive all such shares, cash, securities or some (as designated by the Board of Directors of the Company) of such securities other assets (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange (or any portion thereof that have not theretofore been issued in connection with the exchange). From and after the time at which such shares are issued to the Trust, and all Persons stockholders then entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding Any such exchange will be effective immediately upon the foregoing, action of the Board of Directors of the Company shall not be empowered to effect ordering the same, unless such exchange at any time after any Person (other than the Company, any Subsidiary action of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may expressly provides that such exchange will be made effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such time, on exchange will be effective in accordance with the provisions of such basis and with such conditions as action of the Board of Directors of the Company in its sole discretion may establishCompany). Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Common Shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities Common Shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into (i) such arrangements or implement such procedures as it deems necessary or appropriate for ensuring that Common Stock (or such other consideration contemplated by Section 24(c) below) issuable upon an exchange pursuant to this Section 24 is not received by any holders of Rights that have become null and void pursuant to Section 11(a)(ii) hereof, and/or (ii) a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs the Company to enter into a Trust Agreement, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Companyshares of Common Stock (or such other consideration) of the securities to be exchanged for the Rights issuable pursuant to this Section 24the exchange, and all Persons entitled to receive shares (or such securities other consideration) pursuant to the exchange shall be entitled to receive all such shares (or some (as designated by the Board of Directors of the Companysuch other consideration) of such securities (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 2423, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Common Shares Stock then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company may ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be made effective at to receive that number of shares of Common Stock equal to the number of such timeRights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, on however, that the failure to give, or any defect in, such basis and with notice shall not affect the validity of such conditions as the Board exchange. The Company promptly shall mail a notice of Directors any such exchange to all of the Company holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice. Without limiting Each such notice of exchange will state the foregoingmethod by which the exchange of the Common Stock for Rights will be effected and, in connection with effecting an the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Board Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Directors Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the shares of Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company may direct shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the Company to enter into a trust agreement in such form and with such terms as the Board of Directors registered holders of the Company shall then approve and issue Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the trust created by such trust agreement all or some same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as designated by determined pursuant to the Board second sentence of Directors of the CompanySection 11(d)(i) of the securities to be exchanged hereof) for the Rights Trading Day immediately prior to the date of exchange pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement. Section 25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Common Stock, after the Initial Rights pursuant to Section 11(a)(i) Agreement Effective Date (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into (i) such arrangements or implement such procedures as it deems necessary or appropriate for ensuring that Common Stock (or such other consideration contemplated by Section 24(c) below) issuable upon an exchange pursuant to this Section 24 is not received by any holders of Rights that have become null and void pursuant to Section 11(a)(ii) hereof, and/or (ii) a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs the Company to enter into a Trust Agreement, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Companyshares of Common Stock (or such other consideration) of the securities to be exchanged for the Rights issuable pursuant to this Section 24the exchange, and all Persons entitled to receive shares (or such securities other consideration) pursuant to the exchange shall be entitled to receive all such shares (or some (as designated by the Board of Directors of the Companysuch other consideration) of such securities (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Company, upon resolution of the Board of Directors of the Company Directors, may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for either shares of Company Series A Preferred Stock, in the case of Preferred A Rights, or Units of Company Series B Preferred Stock or shares of Company Common Shares Stock, in the case of Common Rights, in either case at the election of the Board of Directors (such shares of Company Series A Preferred Stock, Units of Company Series B Preferred Stock or shares of Company Common Stock, as applicable, the “Exchange Securities”), at an exchange ratio of one Common Share Exchange Security per Right, as appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% shares of Company Common Stock aggregating one-half or more of the shares of Company Common Shares Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with prior to effecting such an exchange pursuant to this Section 24exchange, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities Exchange Securities issuable pursuant to the exchange shall be entitled to receive exchange, and all or some (as designated by the Board of Directors of Directors) Persons entitled to receive Exchange Securities pursuant to the Company) of exchange shall be entitled to receive such securities Exchange Securities (and any dividends or distributions made thereon after the date on which such securities Exchange Securities are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Prior to effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may implement such procedures as it deems appropriate to minimize the possibility that any Exchange Securities issuable pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Without limiting the generality of the foregoing, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are so null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 7(e) hereof and not transferable or exercisable or exchangeable in connection herewith. Any Exchange Securities issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock, shares of Company Series A Preferred Stock or Units of Company Series B Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares of the Company at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) 2012 Amendment Effective Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Personperson, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at as such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors shall approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement the Trust Agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of Common Shares or common stock equivalents, to the securities to be exchanged for the Rights extent applicable pursuant to this Section 2424(c), issuable pursuant to the exchange (and any cash in lieu of fractional shares), and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all such Common Shares or some (as designated by the Board of Directors of the Company) of such securities common stock equivalents (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust and any cash in lieu of fractional shares) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as its Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve and in such form as shall be reasonably acceptable to the Rights Agent (the “Trust Agreement”). If the Board of Directors so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Common Shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities Common Shares (and any dividends or distributions made thereon after the date on which such securities Common Shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, by action of a majority of the Board, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share per RightStock, appropriately adjusted to reflect any adjustment transaction specified in the number of Rights pursuant to Section 11(a)(i) occurring after the date hereof, per Right (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit and/or savings plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the Common Shares Stock then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of shall then approve (the “Trust Agreement”). If the Board so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provision of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its -------- option, at any time after any Person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one (1) Common Share per Right, as appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Any -------------- such exchange will be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors of the Company shall will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Common Shares. however, that the failure to give, or any defect in, such notice will not affect ------- the validity of such exchange. Any notice which is mailed in the manner herein provided will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares then outstanding. The exchange for Rights will be effected and, in the event of any partial exchange, the number of Rights by which will be exchanged. Any partial exchange will be effected pro rata based on the Board number of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some Rights (as designated by the Board of Directors of the Company) of the securities to be exchanged for the other than Rights pursuant to this Section 24, and all Persons entitled to receive such securities which have become void pursuant to the exchange shall be entitled to receive all or some (as designated provisions of Section 11(a)(ii)) held by the Board each holder of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementRights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe first occurrence of a Section 11(a)(ii) Event, in lieu of a holder’s right to exercise the Rights, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Units of Preferred Stock or shares of Common Shares Stock, at the election of the Board of Directors (such a Unit of Preferred Stock or a share of Common Stock, as applicable, an “Exchange Security”), at an exchange ratio of one Common Share Exchange Security per Right, as appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the generality of the foregoing, in connection with effecting such an exchange pursuant to this Section 24exchange, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities Exchange Securities issuable pursuant to the exchange shall be entitled to receive exchange, and all or some (as designated by the Board of Directors Directors) of the Company) of Persons entitled to receive Exchange Securities pursuant to the exchange shall be entitled to receive such securities Exchange Securities (and any dividends or distributions made thereon after the date on which such securities Exchange Securities are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. In connection with effecting an exchange pursuant to this Section 24(a) and registering Exchange Securities in any Person’s name, including any nominee or transferee of a Person, the Company may enter into such arrangements or implement such procedures as it deems necessary or appropriate to minimize the possibility that any Exchange Securities issuable upon exchange pursuant to this Section 24(a) are received by Persons whose Rights are null and void pursuant to Section 7(e) hereof. Each Exchange Security issued at the direction of the Board of Directors in connection with this Section 24(a) shall be a validly issued, fully paid and nonassessable share of Common Stock or Unit of Preferred Stock (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Exchange Securities so issued. Approval by the Board of Directors of the exchange shall constitute a determination by the Board of Directors that such consideration is adequate.

Exchange. (aSubject to applicable laws, rules and regulations, and subject to subsection 24(c) The Board of Directors of below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Personthe occurrence of a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange Immediately upon the action of Rights by the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accor dance with Section 24(a), the Company shall either take such action as may be made effective necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at such time, on such basis and with such conditions as the option of a majority of the Board of Directors Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchange able if there were sufficient shares available. To the extent that the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the Board of Directors may temporarily suspend the exercisability of the Company may direct Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. The Company shall not be required to enter into issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a trust agreement in such form whole Common Share (as determined pursuant to the second sentence of Section 1(k) hereof). The Company may, at its option, by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with such terms as good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. Immediately upon the action of the Board of Directors ordering the exchange of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the any Rights pursuant to subsection 24(e) of this Section 24, 24 and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (without any further action and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.without

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company shall provide prompt written notice to the Rights Agent and the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange Immediately upon the action of Rights by the Board of at Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be made effective at such time, on such basis and with such conditions as the Board of Directors necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares of fraction thereof. The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in its sole discretion may establishcash equal to the same fraction of the current market value of a whole Common Share. Without limiting For the foregoingpurposes of this paragraph (e), in connection with effecting an the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii11(a)(iii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange (b) Immediately upon the action of Rights by the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be made effective at such time, on such basis and with such conditions as the Board of Directors necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in its sole discretion may establishcash equal to the same fraction of the current market value of a whole Common Share. Without limiting For the foregoingpurposes of this paragraph (d), in connection with effecting an the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this . Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, direct the Company to, and, if directed by the Board of Directors, the Company shall, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to direct the Company to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity Person holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner beneficial owner of 50% or more a majority of the Common Shares then outstanding. The Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting Following the foregoingaction of the Board of Directors ordering the exchange of any Rights pursuant to this Section 24, the Board of Directors may implement such procedures as it deems appropriate, in connection with its sole discretion, for the purpose of ensuring that the Common Shares (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 11(a)(ii). Before effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some a portion (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights Common Shares (or other securities) issuable pursuant to this Section 24the exchange, and all Persons holders of Rights entitled to receive such shares or securities pursuant to the exchange shall be entitled to receive all such shares or some (as designated by the Board of Directors of the Company) of such securities (and any dividends paid or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Prior to effecting an exchange and registering Common Shares (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 11(a)(ii) and not transferable or exercisable or exchangeable in connection herewith Any Common Shares or other securities issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid, and non-assessable Common Shares or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company 49 or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the CompanyDirectors) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares and Warrants at an exchange ratio of one Class A Common Share per Class A Right, one Class B Common Share per Class B Right, one Series 1 Warrant per Series 1 Warrant Right and one Series 2 Warrant per Series 2 Warrant Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) Record Date (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding Any such exchange will be effective immediately upon the foregoing, action of the Board of Directors of the Company shall not be empowered to effect ordering the same, unless such exchange at any time after any Person (other than the Company, any Subsidiary action of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of Rights by the Board of Directors of the Company may expressly provides that such exchange will be made effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such time, on exchange will be effective in accordance with the provisions of such basis and with such conditions as action of the Board of Directors of the Company in its sole discretion may establishCompany). Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares and Warrants issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Common Shares and Warrants, applicable, pursuant to the exchange shall be entitled to receive all such Common Shares or some (Warrants, as designated by the Board of Directors of the Company) of such securities applicable (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Notwithstanding the foregoing, the Board of Directors of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company or any Related Person), who or which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the then-outstanding Class A Common Shares.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) by exchanging for each such Right a number of shares of Common Shares at Stock having an exchange ratio of one Common Share per Rightaggregate Fair Market Value on the date such Person became an Acquiring Person equal to the Spread, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the date hereof (such number of Rights pursuant to Section 11(a)(i) (such exchange ratio shares of Common Stock per Right being hereinafter referred to as the “Exchange Ratio”"EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors of the Company Corporation shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Voting Stock then outstanding. The exchange From and after the occurrence of an event specified in Section 13(a) hereof, any Rights by that theretofore have not been exchanged pursuant to this Section 27(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27(a). Immediately upon the action of the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as Corporation ordering the Board exchange of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the any Rights pursuant to paragraph (a) of this Section 2427 and without any further action and without any notice, the right to exercise such Rights shall terminate and all Persons entitled the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such securities Rights held by such holder multiplied by the Exchange Ratio. The Corporation shall promptly give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Corporation promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 27, the Corporation shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be entitled issuable upon exchange of a Right, a number of shares of Preferred Stock or fractions thereof having an aggregate Fair Market Value equal to receive all or some (the Fair Market Value of one share of Common Stock as designated by the Board of Directors of the Company) of such securities (and date any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementPerson becomes an Acquiring Person.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one five shares of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into (i) such arrangements or implement such procedures as it deems necessary or appropriate for ensuring that Common Stock (or such other consideration contemplated by Section 24(c) below) issuable upon an exchange pursuant to this Section 24 is not received by any holders of Rights that have become null and void pursuant to Section 11(a)(ii) hereof, and/or (ii) a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs the Company to enter into a Trust Agreement, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Companyshares of Common Stock (or such other consideration) of the securities to be exchanged for the Rights issuable pursuant to this Section 24the exchange, and all Persons entitled to receive shares (or such securities other consideration) pursuant to the exchange shall be entitled to receive all such shares (or some (as designated by the Board of Directors of the Companysuch other consideration) of such securities (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, by resolution of its Board of Directors, at any time (including a time after any Person becomes an Acquiring Person), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring with respect to the number of Rights pursuant to Section 11(a)(i) Common Stock after the date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange Immediately upon the action of Rights by the Board of Directors of the Company may authorizing the exchange of Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise the Rights will terminate and the only right thereafter of a holder of such Rights shall be made effective at to receive that number of shares of Common Stock equal to the number of Rights held by such time, on such basis and with such conditions as holder multiplied by the Exchange Ratio. Promptly after the action of the Board of Directors authorizing the exchange of the Rights, the Company shall give notice of such exchange to the Rights Agent and to the holders of such Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. Any notice that is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice. Without limiting Each such notice of exchange will state the foregoingmethod by which the exchange of the shares of Common Stock for Rights will be effected and, in connection with effecting an the event of any partial exchange, the number of Rights that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (which shall not include any Rights that have become void pursuant to Section 7(e) hereof) held by each holder of Rights. In the event that there shall not be sufficient shares of Common Stock authorized but unissued to permit the exchange in full of such Rights in accordance with this Section 24, the Board Company shall take all such action as may be necessary to authorize additional shares of Directors Common Stock for issuance upon the exchange of Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of other equity securities of the Company may direct or fraction thereof such that the Company current per share market price of one share of such other equity securities multiplied by such number or fraction is equal to enter into a trust agreement in such form and with such terms the current per share market price of one share of Common Stock as the Board of Directors of the date of issuance of such shares of such other equity securities or fraction thereof. The Company shall then approve and not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the trust created by registered holders of the Right Certificates with regard to which such trust agreement all or some fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (d), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as designated by the Board of Directors of the Companydetermined pursuant to Section 11(d) of the securities to be exchanged hereof) for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities pursuant Trading Day immediately prior to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreementExchange Date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock (or Preferred Stock Unit) per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number close of business on the date of this Rights pursuant to Section 11(a)(i) Agreement (such exchange ratio amount per Right being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect effectuate such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights pursuant to this Section 24, and all Persons entitled to receive such securities Common Stock issuable pursuant to the exchange (other than any such shares previously issued to any stockholder entitled thereto pursuant to the exchange), and all stockholders entitled to receive shares pursuant to the exchange (other than any stockholder who has previously received the shares to which such stockholder is entitled pursuant to the exchange) shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its optionsole option and election, at any time after any Person becomes an Acquiring Person, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in may establish at its sole discretion may establishoption and election. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the "Trust Agreement"). If the Board of Directors of the Company so directs, the Company shall enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the "Trust") all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, direct the Company to, and, if directed by the Board of Directors, the Company shall, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect direct the Company to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity Person holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner beneficial owner of 50% or more a majority of the Common Shares then outstanding. The Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights by the Board of Directors of the Company may be made effective effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting Following the foregoingaction of the Board of Directors ordering the exchange of any Rights pursuant to this Section 24, the Board of Directors may implement such procedures as it deems appropriate, in connection with its sole discretion, for the purpose of ensuring that the Common Shares (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 11(a)(ii). Before effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement ”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “ Trust”) all or some a portion (as designated by the Board of Directors of the CompanyDirectors) of the securities to be exchanged for the Rights Common Shares (or other securities) issuable pursuant to this Section 24the exchange, and all Persons holders of Rights entitled to receive such shares or securities pursuant to the exchange shall be entitled to receive all such shares or some (as designated by the Board of Directors of the Company) of such securities (and any dividends paid or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement. Prior to effecting an exchange and registering Common Shares (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are null and void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be null and void pursuant to Section 11(a) (ii) and not transferable or exercisable or exchangeable in connection herewith Any Common Shares or other securities issued at the direction of the Board of Directors in connection herewith shall be validly issued, fully paid, and non-assessable Common Shares or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner owner of 50% or more of the Common Shares then outstanding. The exchange outstanding (b) Immediately upon the action of Rights by the Board of Directors of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Common Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be made effective at such time, on such basis and with such conditions as the Board of Directors necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in its sole discretion may establishcash equal to the same fraction of the current market value of a whole Common Share. Without limiting For the foregoingpurposes of this paragraph (d), in connection with effecting an the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement in such form and with such terms as the Board of Directors of the Company shall then approve and issue to the trust created by such trust agreement all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights pursuant to this . Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement25.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any adjustment in the number of Rights pursuant to Section 11(a)(i11(i) hereof (such exchange ratio being hereinafter referred to as the “Exchange Ratio”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan, or any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the “Trust Agreement”). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the “Trust”) all or some (as designated by the Board of Directors of the Company) of the securities to be exchanged for the Rights Common Shares issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities Common Shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities Common Shares (and any dividends or distributions made thereon after the date on which such securities Common Shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment stock split, stock dividend or similar transaction occurring in respect of the number of Rights pursuant to Section 11(a)(i) Common Stock, after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the shares of the Common Shares Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. Without limiting the foregoing, in connection with Prior to effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a trust agreement Trust Agreement in such form and with such terms as the Board of Directors shall then approve (the "Trust Agreement"). If the Board of Directors so directs, the Company shall then approve enter into the Trust Agreement and shall issue to the trust created by such trust agreement (the "Trust") all or some (as designated by the Board of Directors of the Company) shares of the securities to be exchanged for the Rights Common Stock issuable pursuant to this Section 24the exchange, and all Persons entitled to receive such securities shares pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities shares (and any dividends or distributions made thereon after the date on which such securities shares are deposited in the trustTrust) only from such trust the Trust and solely upon compliance with the relevant terms and provisions of the trust agreementTrust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any adjustment in stock split, stock dividend or similar transaction occurring after the number of Rights pursuant to Section 11(a)(i) date hereof (such exchange ratio being hereinafter referred to as the “"Exchange Ratio”"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares Stock then outstanding. The exchange Immediately upon the action of Rights by the Board of Directors of the Company may ordering the exchange of any Rights pursuant to subsection (a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be made effective at to receive that number of shares of Common Stock equal to the number of such timeRights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; provided, on however, that the failure to give, or any defect in, such basis and with notice shall not affect the validity of such conditions as the Board exchange. The Company promptly shall mail a notice of Directors any such exchange to all of the Company holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in its sole discretion may establishthe manner herein provided shall be deemed given, whether or not the holder receives the notice. Without limiting Each such notice of exchange will state the foregoingmethod by which the exchange of the Common Stock for Rights will be effected and, in connection with effecting an the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(e) hereof) held by each holder of Rights. In any exchange pursuant to this Section 24, the Board Company, at its option, may substitute Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Directors Section 11 hereof) for Common Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the Company may direct date hereof. In the Company event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to enter into a trust agreement permit any exchange of Rights as contemplated in such form and accordance with such terms as the Board of Directors of this Section 24, the Company shall then approve and take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the trust created by registered holders of the Rights Certificates with regard to which such trust agreement all or some fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as designated by determined pursuant to the Board second sentence of Directors of the CompanySection 11(d)(i) of the securities to be exchanged hereof) for the Rights Trading Day immediately prior to the date of exchange pursuant to this Section 24, and all Persons entitled to receive such securities pursuant to the exchange shall be entitled to receive all or some (as designated by the Board of Directors of the Company) of such securities (and any dividends or distributions made thereon after the date on which such securities are deposited in the trust) from such trust and upon compliance with the relevant terms of the trust agreement.