Common use of Exercise of Rights; Purchase Price; Expiration Date of Rights Clause in Contracts

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28, 2007 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly and properly executed, to the Rights Agent at the designated office of the Rights Agent designated for such purposeAgent, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a shares of Preferred Share Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on April 28October 1, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are exchanged as provided in Section 24, or (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (such earliest date being herein referred to as the “Redemption "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (i) the Close close of Business business on April 28March 3, 2007 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) , the Rights shall become exercisable at the close of business on the Distribution Date, and may be exercised in whole or in part at any time after the Distribution Date upon surrender of the Right CertificateCertificates, with the form of election to purchase and certification on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the its principal office of the Rights Agent designated for such purposein New York, New York, together with payment of the aggregate Purchase Price for each one one-hundredth Price, subject to adjustment as hereinafter provided, with respect to the number of a Preferred Share shares of Common Stock (except as otherwise provided herein) as to which the such surrendered Rights are then being exercised, at or prior to the earliest close of business on the date (the "Expiration Date") which is the earlier of (i) the Close of Business on April 28October 15, 2007 2009 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(cSubject to the provisions of Sections 7(e) and 7(f), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender presentation of the Right Rights Certificate, with the appropriate form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth ten thousandth of a Preferred Share (or such other number, securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28November 21, 2007 2006 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”)24, (iii) the consummation of a transaction contemplated by Section 13(d), or (iv) the time at which such the Rights are exchanged as provided in Section 24 hereof, or 24(c) (iv) such earliest time being herein referred to as the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one with respect to the total number of one-hundredth thousandths of a Preferred Share share (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest earlier of (i) the Close close of Business business on April 28June 1, 2007 2010 (the “"Final Expiration Date”), ") or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption earlier of (i) and (ii) being herein referred to as the "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth the total number of a Preferred Share Common Shares (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28October 25, 2007 2008 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly and properly executed, to the Rights Agent at the designated office of the Rights Agent designated for such purposeAgent, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a shares of Preferred Share Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close close of Business business on April 28December 17, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are exchanged as provided in Section 24, or (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (such earliest date being herein referred to as the “Redemption "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandth of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28, 2007 the tenth anniversary of the date of this Agreement (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in 7.1. Subject to Section 23(c)7.6 hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths (1/1000ths) of a share of Preferred Share Stock (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on April 28February 13, 2007 2008 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are --------------------- redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.. ---------------

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the designated office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably require, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close close of Business business on April 28______, 2007 2010 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposein New York, New York, together with payment of the Purchase Price for each one one-hundredth five thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28November 18, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”)23, (iii) the time at which such the Rights are exchanged as provided in Section 24 hereof23A, or (iv) the consummation of any merger or other acquisition involving time at which the Company Rights expire pursuant to an agreement described in Section 1(d)(ii)(A)(213(d) hereof(such earliest time being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth the total number of a Preferred Share Common Shares (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28March 3, 2007 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced represented thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Preferred Share Shares (or Common Shares or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28_______, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate Rights may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, and any additional evidence of the identity of the Beneficial Owner or Affiliates or Associates thereof as reasonably requested by the Company so provided, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28June 6, 2007 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth of a Preferred Share (or such other securities, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28June 26, 2007 2017 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the designated office of the Rights Agent designated for such purposeAgent, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a shares of Preferred Share Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close close of Business business on April 28May 15, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the Rights are exchanged as provided in Section 24, or (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (such earliest date being herein referred to as the “Redemption "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth hundredths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to before the earliest of (i) the Close of Business on April 28October 19, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at date on which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at date on which such the Rights are exchanged as provided in pursuant to Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to the provisions of Section 23(c)11(a)(iii) of this Agreement, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other property, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on April 28(i) July 2, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof of this Agreement (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereofthis Agreement.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), The Rights shall not be exercisable prior to the Distribution Date. The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one BACK one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28June 14, 2007 2017 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 24 hereof (the “Redemption Date”), ) or (iii) the time at which such the Rights are exchanged as provided in Section 24 hereof, or 25 hereof (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof“Exchange Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Preferred Share Shares (or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 281, 2007 2006 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged by the Company as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate (other than an Acquiring Person) may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Ordinary Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28January 3, 2007 2012, or such later date as determined by the Board of Directors of the Company (so long as such determination is made prior to January 3, 2012) (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the designated office of the Rights Agent designated for such purposeAgent, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth hundredths of a Preferred Share shares of Preference Stock (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close close of Business business on April 28July 25, 2007 2010 (the “"Final Expiration Date”"), (ii) the time at which the Rights are exchanged as provided in Section 24, or (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (such earliest date being herein referred to as the “Redemption "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth of a Preferred Share (or such other securities, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28June 25, 2007 2027 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the 13 time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(cSubject to subsection (e), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided hereinin this Agreement) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such that purpose, together with payment of the aggregate Purchase Price for each one one-hundredth with respect to the total number of a Preferred Share shares of Common Stock (or other securities, cash or other assets, as the case may be) as to which the surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (the earliest of (i) the Close of Business on April 28, 2007 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), and (iii) being herein referred to as the time at which such Rights are exchanged as provided in Section 24 hereof, or "Expiration Date"): (ivi) the consummation close of any merger or other acquisition involving business on May 15, 2007 (the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof."Final Expiration Date"),

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on April 28March 27, 2007 2011 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)11(a)(ii) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in this Agreement), in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purposepurposes, together with payment of the Purchase Price (as hereinafter defined) for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28, 2007 the 10th anniversary of the date of this Agreement (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c7(e), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each the total number of one one-hundredth of a Preferred Share Shares (or other securities, cash or other assets, as the case may be) as to which the surrendered Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28, 2007 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to the provisions of Section 23(c)11(a)(iii) of this Agreement, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other property, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on April 28(i) March 24, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof of this Agreement (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereofthis Agreement.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28November 8, 2007 2017 (the “Final Expiration Date”), (ii) the time at which the right to exercise the Rights are redeemed terminates as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which the right to exercise such Rights are exchanged terminates as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a shares of Preferred Share Stock (or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28March 1, 2007 2011 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (the earliest of (i) or (ii) being herein referred to as the "Expiration Date") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, along with a signature guarantee and such other and further documents as the Rights Agent may reasonably request, together with payment of the aggregate Purchase Price for each one the total number of one-hundredth hundredths of a share of Preferred Share Stock (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28January 11, 2007 2009 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the time (the "Expiration Date") that is the earliest of (i) the Close of Business on April 28March 27, 2007 2011 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part (subject, in the case of exercise for fractional Preferred Shares, to the provisions of Section 14(b) hereof) at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercisedexercised and an amount equal to any applicable transfer tax required to be paid by the holder of such Right Certificate in accordance with Section 9 hereof, at or prior to the earliest of (i) the Close close of Business business on April 28May 31, 2007 2001 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth hundredths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to before the earliest of (i) the Close of Business on April March 28, 2007 2015 (the “"Final Expiration Date”"), (ii) the time at date on which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at date on which such the Rights are exchanged as provided in pursuant to Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c11(a)(ii), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights Agent in New York, New York or the office or offices of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one onetwelve-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28September 26, 2007 2006 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part (subject, in the case of exercise for fractional Preferred Shares, to the provisions of Section 14 hereof), at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28July 31, 2007 2010 (the “"Final ------ Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in --------------- Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such --------------- Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to the provisions of Section 23(c)11(a)(iii) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other securities or property, as the case may be, as provided in this Agreement) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28, 2007 the tenth anniversary of the date of this Agreement (the “Final Expiration Date”"FINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”"REDEMPTION DATE"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(cSubject to subsection (e), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or such other number of Preferred Shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28July 9, 2007 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 24 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or 25 hereof (iv) such earliest time being herein referred to as the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)11(a)(ii) hereof, the registered holder of any Right Certificate Rights shall become exercisable, and may exercise the Rights evidenced thereby (be exercised to purchase Preferred Stock, except as otherwise provided herein) , in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for with respect to each one one-hundredth of a Preferred Share Right exercised, subject to adjustment as to which the Rights are exercisedhereinafter provided, at or prior to the earliest Close of Business on the earlier of (i) the Close of Business on April 28January 22, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (such date being herein referred to as the “"Redemption Date”), ") or (iii) the time at which all such Rights are exchanged as provided in Section 24 hereofhereof (the earliest of (i), or (ivii) and (iii) being referred to as the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(c) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the its office of the Rights Agent designated for such purposeat 30 Wxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, 00000, together with payment of the aggregate Purchase Price for each with respect to the total number of one onetwo-hundredth hundredths of a share of Preferred Share Stock (or other securities or property, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest close of business on the earlier of (i) the Close of Business on April July 28, 2007 1996 (the “"Final Expiration Date”"), or (ii) the time at date on which the Rights are redeemed as provided in Section 23 hereof (such earlier date being herein referred to as the “Redemption "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time on or after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28December 12, 2007 2006 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28February 19, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in a transaction contemplated by Section 1(d)(ii)(A)(213(d) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c)Until the Distribution Date, the no Right may be exercised. The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28July 31, 2007 2009 (the “Final Expiration Date”"FINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”"REDEMPTION DATE"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28March 14, 2007 2007, or such earlier or later date as may be established by the Board of Directors prior to the expiration of the Rights (such date, as it may be extended by the “Final Expiration Date”Board of Directors, the "FINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”"REDEMPTION DATE"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) , the Rights shall become exercisable at the Close of Business on the Distribution Date, and thereafter may be exercised in whole or in part at any time after the Distribution Date to purchase shares of Common Stock upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office of the Rights Agent designated for such purposeits principal office, together with payment of the aggregate Purchase Price for each one one-hundredth (subject to adjustment as hereinafter provided) with respect to the number of a Preferred Share shares of Common Stock (except as otherwise provided herein) as to which the such surrendered Rights are then being exercised, at or prior to the Close of Business on the date (the "EXPIRATION DATE") which is the earliest of (i) the Close of Business on April 2829, 2007 2009 (the “Final Expiration Date”"FINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”)hereof, or (iii) the time at which such the Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Preferred Share Shares (or Common Shares or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28September 10, 2007 2029 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or hereof (iv) the consummation earliest to occur of any merger or other acquisition involving the Company pursuant to an agreement events described in Section 1(d)(ii)(A)(2(i), (ii) hereofand (iii) being herein referred to as the “Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except Each Right shall be exercisable to purchase one one-thousandth of a Preferred Share, subject to further adjustment as provided in Section 23(c), the herein. The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28March 12, 2007 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof24.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price in cash, or by certified check, cashier’s check or money order payable to the order of the Company for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28November 26, 2007 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate (other than a Right Certificate representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part (except that no fraction of a Right may be exercised), at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the stock transfer office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth (1/1,000th) of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28September 12, 2007 2011 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), ) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or hereof (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof“Exchange Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or 18 14 in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the time (the "Expiration Date") that is the earliest of (i) the Close of Business on April 28September 29, 2007 2010 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a Preferred Share (or other securities as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on April 28February 1, 2007 2004 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except Subject to Sections 7(e) and 11(a)(ii), and except as otherwise provided in Section 23(c)herein, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or Common Shares, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close close of Business business on April 28August 5, 2007 2013 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28_______ __, 2007 2017 (the “Final Expiration Date”), (ii) the time at which the right to exercise the Rights are redeemed terminates as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which the right to exercise such Rights are exchanged terminates as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or such other number of Preferred Shares, Common Shares or equivalent preferred shares as shall then be issuable upon exercise of such Right as provided in Sections 11 and 13 hereof) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28January 4, 2007 1999 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or hereof (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"Exchange Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (aa. Subject to Section 7(e) Except as provided in Section 23(c)hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a shares of Preferred Share Stock (or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28July 31, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (the earliest of (i) or (ii) being herein referred to as the "Expiration Date") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to the provisions of Section 23(c)11(a)(iii) of this Agreement, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or, following the occurrence of a Triggering Event, Common Shares and/or other securities, cash or other property, as the case may be) as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close of Business on April (i) June 28, 2007 2014 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof of this Agreement (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereofthis Agreement.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the designated office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably request, together with payment of the Purchase Price (in the manner specified in Section 7(c) hereof) for each one one-hundredth of interest in a Preferred Share as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close close of Business business on April 28, 2007 May 20 2011 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Common Share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the time (the "Expiration Date") that is the earliest of (i) the Close of Business on April 28December 31, 2007 2020 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28December 10, 2007 2009 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth Common Share (or such other number of a Preferred Share shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the earlier of (A) the Effective Time (as such term is defined in the Viad Merger Agreement) and (B) the Close of Business on April 28May 10, 2007 2008 (the “earlier of (A) and (B) being the "Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth of a Preferred Share (or such other securities, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28June 26, 2007 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (i) the Close close of Business business on April 28October 6, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Participating Preferred Share Shares (or Class A Shares, Class B Shares or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 2821, 2007 or, if extended, such later date (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time time, subject to the last sentence of Section 23(a) hereof, after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly completed and executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of thousandth interest in a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28May 5, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Participating Preferred Share Shares (or Class A Shares, Class B Shares or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28___________ ___, 2007 or, if extended, such later date (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office or 20 25 agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest of (i) the Close close of Business business on April 28October 23, 2007 2006 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28July 21, 2007 2007, (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2l(c)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one with respect to the total number of one-hundredth thousandths of a Preferred Share share (or other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest earlier of (i) the Close close of Business business on April 28February 25, 2007 2009 (the “"Final Expiration Date”), ") or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption earlier of (i) and (ii) being herein referred to as the "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one with respect to the total number of one-hundredth thousandth of a Preferred Share share (or shares of Common Stock, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on April 28August 29, 2007 2013 (the “"Final Expiration Date”"), (ii) the time at Close of Business on the date on which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in pursuant to Section 24 hereofhereof (the earliest of (i), or (ivii) and (iii) being herein referred to as the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the designated office of the Rights Agent, along with a signature guarantee and such other and further documentation as the Rights Agent designated for such purposemay reasonably request, together with payment of the Purchase Price (in the manner specified in Section 7(c) hereof) for each one one-hundredth of interest in a Preferred Share as to which the Rights are exercised, at or prior to the earliest earlier of (i) the Close close of Business business on April 28September 23, 2007 2004 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof."

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification exercise on the reverse side thereof duly completed and executed, to the Rights Agent at the office or offices of the Rights Agent designated for such purposepurpose together with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, and together with payment of the Purchase Price for each one one-hundredth share of a Preferred Share Common Stock (or other securities or property, as the case may be) as to which the Rights evidenced by such Right Certificate are exercised, at or prior to the earliest of (i) the Close of Business on April 28December 31, 2007 2016 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), ) or (iii) the time at which such the Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth hundredths of a share of Preferred Share Stock (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28December 16, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 24 hereof (the “"Redemption Date”"), or (iii) the time at which such the Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) 25 hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth the total number of a Preferred Share Common Shares (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 2814, 2007 2004 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in a transaction contemplated by Section 1(d)(ii)(A)(213(d) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a shares of Preferred Share Stock (or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28May 31, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (the earliest of (i) or (ii) being herein referred to as the "Expiration Date") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one onefive-hundredth thousandth of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28, 2007 ten years from the date hereof (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification certificate on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-one hundredth of a Preferred Share (or other securities, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28January 2, 2007 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28August 13, 2016, (ii) the thirtieth (30th) day following the date of the 2007 Annual Meeting of Stockholders of the Company if at such meeting the stockholders, by the affirmative vote of a majority of the shares of capital stock of the Company present, in person or by proxy, at such meeting and entitled to vote on such matter, vote to terminate this Agreement (the earlier of (i) and (ii) being referred to as the “Final Expiration Date”), (iiiii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iiiiv) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the registered holder of any Right Certificate (other than a holder whose Rights have become void pursuant to Section 7(e) hereof or have been exchanged pursuant to Section 24 hereof) may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purposeits principal office, together with payment of the Purchase Price for each one onetwenty-hundredth five-thousandths of a Preferred Share (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on April 28, 2007 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one onefive-hundredth hundredths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28February 23, 2007 2008 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such the Rights are exchanged as provided in pursuant to Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except Each Right shall be exercisable to purchase one one-thousandth of a Preferred Share, subject to further adjustment as provided in Section 23(c), the herein. The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date Date, upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28March 1, 2007 2021 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof24.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price in cash, or by certified check or cashier’s check payable to the order of the Company for each one one-hundredth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28November 17, 2007 2018 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth hundredths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to before the earliest of (i) the Close of Business on April 283, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at date on which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at date on which such the Rights are exchanged as provided in pursuant to Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Preferred Share Shares (or Common Shares or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28August 7, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or hereof (iv) the consummation earliest to occur of any merger or other acquisition involving the Company pursuant to an agreement events described in Section 1(d)(ii)(A)(2(i), (ii) hereofand (iii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a Preferred Share (or such other number of shares or other securities) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28May 8, 2007 2009 (the “"Final Expiration Date”"), (ii) the time at which the right to exercise the Rights are redeemed as provided in terminates pursuant to Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such right to exercise the Rights are exchanged as provided in terminates pursuant to Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(cSubject to Sections 7(e), 9, 23 and 24 hereof, the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) ), in whole or in part part, at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the number of one one-hundredth hundredths of a Preferred Share (or, following a Triggering Event, other securities, cash or other assets, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest of (i) the Close of Business on April 28May 20, 2007 2019 (the “Final Expiration Date”), (ii) the time at which the such Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereofhereof (the “Exchange Date”) (the earliest of (i), or (ivii) and (iii) referred to herein as the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof“Expiration Date”).

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth the total number of a Preferred Share Common Shares (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April October 28, 2007 2009 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth the total number of a Preferred Share Common Shares (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28February 17, 2007 2010 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof."

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the aggregate Purchase Price for each with respect to the total number of one one-hundredth hundredths of a share of Preferred Share Stock (or other securities or property, as the case may be) as to which the such surrendered Rights are exercisedthen exercisable, at or prior to the earliest close of business on the earlier of (i) the Close of Business on April 28February 5, 2007 2006 (the “"Final Expiration Date”"), or (ii) the time at date on which the Rights are redeemed as provided in Section 23 hereof (such earlier date being herein referred to as the “Redemption "Expiration Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth thousandths of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28March 11, 2007 2015 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section Sections 7(e) and 23(c), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth share of a Preferred Share Common Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 28October 30, 2007 2011 (the “Final Expiration Date”"FINAL EXPIRATION DATE"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”"REDEMPTION DATE"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereofhereof (the earlier of (i), or (ivii) and (iii) being the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"EXPIRATION DATE").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c7(e), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28February 11, 2007 2008 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, 24; or (iv) the consummation time at which a transaction contemplated by Section 13(e) is consummated (the earliest of any merger or other acquisition involving (i), (ii), (iii) and (iv) is hereby referred to as the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"Expiration Date".

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth the total number of a Preferred Share Common Shares (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business on April 28business on___________ ___, 2007 2009 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) , the Rights shall become exercisable at the close of business on the Distribution Date, and may be exercised in whole or in part at any time after the Distribution Date upon surrender of the Right CertificateCertificates, with the form of election to purchase and certification on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each one one-hundredth Price, subject to adjustment as hereinafter provided, with respect to the number of a Preferred Share shares of Common Stock (except as otherwise provided herein) as to which the such surrendered Rights are then being exercised, at or prior to the earliest close of business on the date (the “Expiration Date”) which is the earlier of (i) the Close of Business on April 28June 13, 2007 2016 (the “Final Expiration Date”), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except Subject to Section 7(e) or as otherwise provided in Section 23(c)this Rights Agreement, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole at any time or in part at any from time to time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executedexecuted (with such signature duly guaranteed), to the Rights Agent at the office of the Rights Agent designated for such purpose, purposes together with payment of the Purchase Price for (defined below), or portion thereof, as applicable, with respect to each one one-hundredth of a Preferred Share Unit or Units (and/or other securities or property in lieu thereof) as to which the Rights are exercised, subject to adjustment as hereinafter provided, at or prior to the earliest Close of Business on the earlier of (i) the Close of Business on April 28December 31, 2007 2011 (this date, the “Final Expiration Date”), (ii) the time at date on which all of the Rights are redeemed as provided in Section 23 hereof (this date, the “Redemption Expiration Date”), ) or (iii) the time at date on which such the Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof24.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification the certificate on the reverse side thereof duly executed, to the Rights Agent at the principal office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price for each the total number of one one-hundredth one- thousandth of a Preferred Share (or other securities, as the case may be) as to which the such surrendered Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28May 15, 2007 (the “"Final Expiration Date”"), or (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”), ") or (iii) the time at which such the Rights are exchanged as provided in pursuant to Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section Sections 23(c) and 7(e), the registered holder of any Right Rights Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Rights Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth Unit of a Preferred Share Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April 284, 2007 2011 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereofhereof (the earlier of (i), or (ivii) and (iii) being the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof"Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as otherwise provided in Section 23(c)herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth thousandth of a share of Preferred Share Stock as to which the Rights are exercised, at or any time which is both after the Distribution Date and prior to the earliest (the "Expiration Date") of (i) the Close close of Business business on April 28November 6, 2007 2010 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.,

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Subject to Section 23(c)7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price with respect to each surrendered Right for each one one-hundredth the total number of a Preferred Share Shares (or Common Shares or other securities or property, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close close of Business business on April 28August 31, 2007 2011 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged by the Trust as provided in Section 24 hereof, or hereof (iv) the consummation earliest to occur of any merger or other acquisition involving the Company pursuant to an agreement events described in Section 1(d)(ii)(A)(2(i), (ii) hereofand (iii) being herein referred to as the "Expiration Date").

Exercise of Rights; Purchase Price; Expiration Date of Rights. (a) Except as provided in Section 23(c), the The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and certification on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent designated for such purposeAgent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share (or, following a Triggering Event, Common Shares, other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at or prior to the earliest of (i) the Close of Business on April August 28, 2007 2010 (the “"Final Expiration Date”"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “"Redemption Date”"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, or (iv) the consummation of any merger or other acquisition involving the Company pursuant to an agreement described in Section 1(d)(ii)(A)(2) hereof.