Common use of Issuance of New Rights Certificates Clause in Contracts

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in ----------------------------------- provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Redemption Time or Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at in its optiondiscretion, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or number, kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Class A Common Stock and/or shares of Class B Common Stock following the Distribution Date and prior to the Expiration Date, the Company (a) will, with respect to shares of Class A Common Stock and/or shares of Class B Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exerciseconversion, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Company, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ay) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bz) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will has otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute of such Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoingCertificate.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in ----------------------------------- provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; PROVIDED, HOWEVER, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued ifissued, and (ii) to the extent that, appropriate adjustment will otherwise that any adjustments in the Company's securities have been made in lieu as a result of the issuance thereof; and (c) the Company will have no obligation to distribute of Rights Certificates (including, without limitation, adjustments to any Acquiring Personconversion ratios or other adjustments resulting from the operation of anti-dilution provisions in convertible securities, Affiliate stock options or Associate similar securities), the number of an Acquiring PersonRights, Post-Event Transfereeor fractions thereof, Pre-Event Transfereeissuable shall equal, Subsequent Transferee and not exceed, the number necessary to enable the holder to receive, upon such conversion, exchange or any nominee exercise of any such security and after exercise of such Rights, the foregoingnumber of shares of Common Stock such holder would have received if it had converted, exchanged or exercised such security immediately prior to the Distribution Date and had subsequently exercised the Rights issuable in respect of such shares.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale by the Company of shares of Class A Common Stock or Class B Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Class A Common Stock or Class B Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, exchange or conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities (other than Rights) issued by prior to the Company after the Rights Dividend Declaration Distribution Date which are exercisable or exchangeable for, or convertible into, shares of Class A Common Stock or Class B Common Stock and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance shares of Class A Common Stock or sale. HoweverClass B Common Stock if they had been issued or sold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, in its good faith judgment the Company is advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of or result in material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the a two-thirds vote by its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Redemption Time or Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to options, including the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptOption, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create crate a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any ----------------------------------- of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock or Class B Common Stock, as the case may be, following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock or Class B Common Stock, as the case may be, so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement granted or upon awarded on or prior to the exerciseDistribution Date, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after on or prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Voting Class Rights or Class B Common Rights, as the case may be, in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of ----------------------------------- the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities the convertible subordinated debentures of the Company outstanding as of at the Rights Dividend Declaration Date date hereof or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights -------- ------- Certificate will shall be issued and this sentence shall be null and void ab initio --------- if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock share options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved -62- by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Class A Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration DateTime pursuant to the terms of securities convertible, exchangeable or redeemable into shares of Class A Common Stock (including, for the avoidance of doubt, the issuance of Class A Common Stock following the Separation Time and prior to the Expiration Time upon the exchange of any Class B Units of Terra LLC, together with the corresponding shares of Class B Common Stock, issued prior to and outstanding at the Separation Time for shares of Class A Common Stock in accordance with the Company’s certificate of incorporation and bylaws and the limited liability company agreement of Terra LLC then in effect) or to options, warrants or other rights (other than any securities issued or issuable in connection with the exercise or exchange of Rights), in each case issued or granted prior to, and outstanding at, the Separation Time, the Company will, with respect shall issue to the holders of such shares of Class A Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exerciseStock, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Class A Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.issuance

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors upon approval by a majority of the Board Continuing Directors, to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company currently outstanding as of or issued at any time in the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued future by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, upon approval by a majority of the Continuing Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors upon approval by a majority of the Board Continuing Directors, to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company currently outstanding as or issued at any time in the future by the Company, including without limitation, the conversion of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))3 1/2% Convertible Subordinated Notes due 2002, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, upon approval by a majority of the Continuing Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; PROVIDED, HOWEVER, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void AB INITIO if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; . Any rights Certificate issued pursuant to this Section 22 shall have impressed on, printed on, written on or otherwise affixed to and (cshall be subject to the legend set forth in Section 3(c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoinghereof.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock so issued or sold (whether including pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in ----------------------------------- provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of ----------------------------------- the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities the convertible subordinated debentures of the Company outstanding as of at the Rights Dividend Declaration Date date hereof or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that -------- ------- (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence --------- would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock shares options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued ifissued, and (ii) to the extent that, appropriate adjustment will otherwise that any adjustments in the Company's securities have been made in lieu as a result of the issuance thereof; and (c) the Company will have no obligation to distribute of Rights Certificates (including, without limitation, adjustments to any Acquiring Personconversion ratios or other adjustments resulting from the operation of anti- dilution provisions in convertible securities, Affiliate shares options or Associate similar securities), the number of an Acquiring PersonRights, Post-Event Transfereeor fractions thereof, Pre-Event Transfereeissuable shall equal, Subsequent Transferee and not exceed, the number necessary to enable the holder to receive, upon such conversion, exchange or any nominee exercise of any such security and after exercise of such Rights, the foregoingnumber of Common Shares such holder would have received if it had converted, exchanged or exercised such security immediately prior to the Distribution Date and had subsequently exercised the Rights issuable in respect of such shares.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights Certificates to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Purchase Price and or the number or kind or class of shares of capital stock or other securities or property assets purchasable pursuant to upon exercise of the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and but prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether x) pursuant to the exercise of stock options or the vesting or entitlement to other awards, in each case, granted or awarded pursuant to any employee benefit plan or arrangement compensation plan, agreement or upon the exercisearrangement, conversion and which stock options or exchange of other securities of the Company awards are outstanding as of the Rights Dividend Declaration Distribution Date (unless the Board or a duly authorized committee thereof has determined to make other equitable adjustments or the agreements underlying such stock options or awards provide otherwise), or (y) upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date date of this Agreement (except, in each case, except as may otherwise be provided in the instruments instrument(s) governing such securities)), and (b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights issued in connection with any such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will to the Purchase Price or number and kind of shares or rights shall otherwise have been made in lieu of the issuance thereof; and (c) thereof in accordance with the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate terms of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoingthis Agreement.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Ordinary Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Ordinary Shares so issued or sold (whether pursuant to the exercise of stock share options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares cash, debt or other securities or property purchasable pursuant to the deliverable upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so (including without limitation shares of Common Stock issued at the option of the Company in connection with the exercise by a holder of Class A Units of its right to require the Partnership to redeem such units but excluding any securities issued or sold (whether pursuant to issuable in connection with the exercise or exchange of Rights) or upon the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in ----------------------------------- provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Redemption Time or Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing; provided, further, that, the Company will not issue new Rights Certificates to the holders of Exchangeable Shares who exchange their Exchangeable Shares into Common Stock following the Separation Time and prior to the Redemption Time or Expiration Time.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock so issued or sold (whether includingwhether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be -40- provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However, (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Post- Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company American Home Products Unsecured Convertible Promissory Notes or the Glycomed convertible subordinated debentures outstanding as of the Rights Dividend Declaration Date at September 13, 1996 or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; PROVIDED, HOWEVER, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement Plan or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock Subject Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Subject Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration Date, Time (a) for any such issuance or sales made pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock and (b) for any such issuance or sales made in any other case, the Company may, if deemed necessary or appropriate by the BoardBoard of Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement Plan or the Rights, the Company may, at its option, issue new Rights Certificates 40 evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration Date, Time (a) for any such issuance or sales made pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, the Separation Time, the Company shall issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with the issuance or sale of such shares of Common Stock and (b) for any such issuance or sales made in any other case, the Company may, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing representing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale by the Company of shares of Class A Common Stock, Class B Common Stock or Class C Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Class A Common Stock, Class B Common Stock or Class C Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, exchange or conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities (other than Rights) issued by prior to the Company after the Rights Dividend Declaration Distribution Date which are exercisable or exchangeable for, or convertible into, shares of Class A Common Stock, Class B Common Stock or Class C Common Stock and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights as would have been issued in connection with respect of such issuance shares of Class A Common Stock, Class B Common Stock or sale. HoweverClass C Common Stock if they had been issued or sold prior to the Distribution Date, as appropriately adjusted as provided herein as if they had been so issued or sold; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, in its judgment the Company is advised by counsel Board determines that the issuance of such issuance would create Rights Certificate could have a significant risk of or result in material adverse tax consequences consequence to the Company or to the Person to whom or which such Rights Certificate otherwise would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock or Class B Common Stock, as the case may be, following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock or Class B Common Stock, as the case may be, so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement granted or upon awarded on or prior to the exerciseDistribution Date, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after on or prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Voting Class Rights or Class B Common Rights, as the case may be, in connection with such issuance or sale. However; PROVIDED, HOWEVER, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so or options, warrants or other rights (other than any securities issued or sold (whether pursuant to issuable in connection with the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptRights), in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is advised by counsel Board of Directors determines in its sole discretion, after receiving the advice of legal counsel, that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors, upon approval by a majority of the Board Continuing Directors, to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company currently outstanding as of or issued at any time in the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued future by the Company after the Rights Dividend Declaration Date and (except, in each case, as may otherwise be provided in the instruments governing such securities)), and b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, upon approval by a majority of the Continuing Directors, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued and this sentence shall be null and void ab initio if, and to the extent that, the Company is advised by counsel that such issuance or this sentence would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options options' or employee plans plans' or arrangements arrangements' failing to qualify for otherwise available special tax treatment; treatment and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the Exercise Expiration Date, the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Shares, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(i) shall, with respect to shares of Common Shares, Series D Preferred Stock, Series E Preferred Stock or Series G Preferred Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after hereinafter but prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (ii) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ax) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (by) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind kinds or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Expiration DateTime pursuant to conversion or redemption rights or to options issued or granted prior to and outstanding at the Separation Time, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of Company's stock options option or pursuant to any other employee benefit plan plans or arrangement arrangements, or upon the exercise, conversion or exchange of other securities of the Company Company's convertible securities, if any, issued prior to and outstanding as of at the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Separation Time, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue to the holders of such shares of Common Stock, Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; PROVIDED, HOWEVER, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Company, acting by resolution of its Board of Directors (which resolution shall be effective only if it is approved by a majority of the Continuing Directors), to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Company, and (b) may, in any other case, if deemed necessary or appropriate by the BoardCompany, acting by resolution of its Board of Directors (which resolution shall be effective only if it is approved by a majority of the Continuing Directors), issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (bii) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to the contrary in this Agreement Plan or the Rights, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property purchasable pursuant to the Rights Certificates made in accordance with the provisions of this AgreementPlan. In addition, in connection with the issuance or sale of shares of Common Stock Shares following the Distribution Date and prior to the Expiration Date, the Company will, with respect to shares of Common Stock Shares so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities)), and may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (a) no such Rights Certificate will be issued if, and to the extent that, the Company is advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for 4832-9196-6153v.2 otherwise available special tax treatment; (b) no such Rights Certificate will be issued if, and to the extent that, appropriate adjustment will otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors to reflect any adjustment or change in the Exercise Expiration Date, the Purchase Price and the number or kind or class of shares of stock or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Shares, Series D Preferred Stock or Series E Preferred Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(i) shall, with respect to shares of Common Shares, Series D Preferred Stock or Series E Preferred Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after hereinafter but prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (ii) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; provided, however, that (ax) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, and (by) no such Rights Certificate will shall be issued if, and to the extent that, appropriate adjustment will shall otherwise have been made in lieu of the issuance thereof; and (c) the Company will have no obligation to distribute Rights Certificates to any Acquiring Person, Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee or any nominee of any of the foregoing.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the Board of Directors of the Company to reflect any adjustment or change in the Exercise Purchase Price and the number or kind or class of shares or other securities or property purchasable pursuant to under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Dateredemption or expiration of the Rights, the Company will(a) shall, with respect to shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to under any employee benefit plan or arrangement arrangement, granted or upon the exercise, conversion or exchange of other securities of the Company outstanding awarded as of the Rights Dividend Declaration Date Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after prior to the Rights Dividend Declaration Date (except, in each case, as may otherwise be provided in the instruments governing such securities))Distribution Date, and (b) may, in any other case, if deemed necessary or appropriate by the BoardBoard of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale. However; PROVIDED, however, that (ai) no such Rights Certificate will shall be issued if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; (b) no such Rights Certificate will be issued ifissued, and (ii) to the extent that, appropriate adjustment will otherwise that any adjustments in the Company's securities have been made in lieu as a result of the issuance thereof; and (c) the Company will have no obligation to distribute of Rights Certificates (including, without limitation, adjustments to any Acquiring Personconversion ratios or other adjustments resulting from the operation of anti-dilution provisions in convertible securities, Affiliate stock options or Associate similar securities), the number of an Acquiring PersonRights, Post-Event Transfereeor fractions thereof, Pre-Event Transfereeissuable shall equal, Subsequent Transferee and not exceed, the number necessary to enable the holder to receive, upon such conversion, exchange or any nominee exercise of any such security and after exercise of such Rights, the foregoingnumber of shares of Common Stock such holder would have received if it had converted, exchanged or exercised such security immediately prior to the Distribution Date and had subsequently exercised the Rights issuable in respect of such shares.

Issuance of New Rights Certificates. Notwithstanding anything to any of the contrary in provisions of this Agreement or of the RightsRights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by the its Board of Directors to reflect any adjustment or change in the Exercise Price and the number or kind or class of shares or other securities or property of stock purchasable pursuant to the upon exercise of Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock by the Company following the Distribution Date Separation Time and prior to the Redemption Time or Expiration Date, Time pursuant to the Company will, with respect to terms of securities convertible or redeemable into shares of Common Stock so issued or sold (whether pursuant to the exercise of stock options or pursuant to any employee benefit plan or arrangement or upon the exercise, conversion or exchange of other securities of the Company outstanding as of the Rights Dividend Declaration Date or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Dividend Declaration Date (exceptoptions, in each case, as may otherwise be provided in the instruments governing such securities))case issued or granted prior to, and mayoutstanding at, in any other casethe Separation Time, if deemed necessary or appropriate by the BoardCompany shall issue to the holders of such shares of Common Stock, issue Rights Certificates representing the appropriate number of Rights in connection with such the issuance or sale. Howeversale of such shares of Common Stock; provided, however, in each case, (ai) no such Rights Certificate will shall be issued issued, if, and to the extent that, the Company is shall be advised by counsel that such issuance would create a significant risk of or result in material adverse tax consequences to the Company or to the Person to whom such Rights Certificate Certificates would be issued or would create a significant risk of or result in such options or employee plans or arrangements failing to qualify for otherwise available special tax treatment; issued, (bii) no such Rights Certificate will Certificates shall be issued if, and to the extent that, appropriate adjustment will shall have otherwise have been made in lieu of the issuance thereof; , and (ciii) the Company will shall have no obligation to distribute Rights Certificates to any Acquiring Person, Person or Affiliate or Associate of an Acquiring Person, Post-Event Transferee, Pre-Event Transferee, Subsequent Transferee Person or any nominee transferee of any of the foregoing; provided, further, that, the Company will not issue new Rights Certificates to the holders of Exchangeable Shares who exchange their Exchangeable Shares into Common Stock following the Separation Time and prior to the Redemption Time or Expiration Time.