Common use of Liquidation, Dissolution or Winding Up Clause in Contracts

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, voluntary or otherwise no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount per share (the “Series A Liquidation Preference”) equal to $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockPreferred, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were are outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Participating Preferred Stock, available to permit payment in full of the $1,000 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of shares of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on shares of common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received One Thousand Dollars ($1,000) per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (x) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment, plus an amount equal to payment (the greater of "Series A Liquidation Preference") and (1) $10,000.00 per share or (2y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 the product of 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall shall, at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution shall may be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock Shares unless, prior thereto, the holders of shares of Series A Preferred Stock Shares shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockCommon Shares, or (y) to the holders of stock shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except distributions made ratably on the Series A Preferred Stock Shares and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In If the event the Corporation shall Company at any time after the Rights Declaration Date (i) declare declares or pay pays any dividend on common stock Common Shares payable in shares of common stockCommon Shares, or (ii) effect effects a subdivision or combination or consolidation of the outstanding shares of common stock Common Shares (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Shares) into a greater or lesser number of shares of common stockCommon Shares, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock Shares were entitled immediately prior to such event under clause (x) of the preceding sentence shall will be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Shares outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Shares that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation Company with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the CorporationCompany, shall will be deemed considered to be a liquidation, dissolution or winding up of the Corporation Company within the meaning of this Section 6paragraph (d).

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorporation (voluntary or otherwise), no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount (the “Series A Liquidation Preference”) equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount of all cash or other property to be distributed per share to holders of common stockCommon Stock upon such liquidation, dissolution or winding up of the Corporation, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received Ten Thousand Dollars ($10,000) per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorporation (voluntary or otherwise), no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount (the “Series A Liquidation Preference”) equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount of all cash or other property to be distributed per share to holders of common stockstock upon such liquidation, dissolution or winding up of the Corporation, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 100.00 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Participating Preferred Stock, available to permit payment in full of the $100.00 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorpo- ration, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate ag- gregate amount per share, subject to the provision for adjustment ad- justment hereinafter set forth, equal to 10,000 100 times the aggregate ag- gregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion propor- tion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination combina- tion or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Pre- ferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator de- nominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Issue Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the merger or consolidation of nor merging of the Corporation into or with another entity nor the merger or into consolidation of any other corporation entity into or corporations, with the Corporation (nor the sale or other transfer of all or substantially all of the assets of the Corporation, ) shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Participating Preferred Stock, available to permit payment in full of the $1,000 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock unless, prior thereto, the holders of shares of Series A E Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except distributions made ratably on the Series A E Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A E Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (x1) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A C Preferred Stock unless, prior thereto, the holders of shares of Series A C Preferred Stock shall have received an amount equal to the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal to the greater of payment and (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the cash value of the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A C Preferred Stock, except distributions made ratably on the Series A C Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) ________ __, 2001, declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock, and other than reclassification to combine classes of Class A Common Stock into one class and classes of Class B Common Stock into one class) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1)(ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C-1 Preferred Stock unless, prior thereto, the holders of shares of Series A C-1 Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C-1 Preferred Stock, except distributions made ratably on the Series A C-1 Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A C-1 Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in the proportion to their respective liquidation preferences. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) September 26, 1996 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares 51 of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation -------------------------------------- (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Z Preferred Stock unless, prior thereto, the holders of shares of Series A Z Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Z Preferred Stock, except distributions made ratably on the Series A Z Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Z Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6C.6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or as to amounts payable upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received an amount per share (rounded to the nearest cent) equal to the greater of (A) $1,000 per share, or (B) an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, plus, in either case, an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (yii) to the holders of stock ranking on a parity (either as to dividends or as to amounts payable upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except distributions made ratably on the Series A Junior Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares Shares are entitled upon such liquidation, dissolution or winding up. In the event If the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockotherwise) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi)(B) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were was outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution -------------------------------------- or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A AA Preferred Stock unless, prior thereto, the holders of shares of Series A AA Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series AA Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A AA Preferred Stock, except distributions made ratably on the Series A AA Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A AA Preferred Stock were entitled immediately prior to such event under the provision in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 one thousand (1,000) times the aggregate amount to be distributed per share to holders of common stock, shares of Common Stock or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (x) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment, plus an amount equal to payment (the greater of “Series A Liquidation Preference”) and (1) $10,000.00 per share or (2y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 the product of 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall shall, at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding winding- up of the Corporation, no distribution shall be made (xA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Junior Preferred Stock unless, unless prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received the higher of (i) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stock, or Common Stock; nor shall any distribution be made (yB) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Junior Preferred Stock, except distributions made ratably on the Series A Junior Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding winding-up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification reclassi- fication or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were are entitled immediately prior to such event under the provision in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockshares of Class A Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in the proportion to their respective liquidation preferences. In the event the Corporation Company shall at any time after the Rights Declaration Issue Date (i) declare or pay any dividend on common stock the Class A Common Stock payable in shares of common stockClass A Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockClass A Common Stock) into a greater or lesser number of shares of common stockClass A Common Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Class A Common Stock that were outstanding immediately prior to such event. Neither the merger or consolidation of the Company into or with another entity nor merging the merger or consolidation of the Corporation with or into any other corporation entity into or corporations, with the Company (nor the sale or other transfer of all or substantially all of the assets of the Corporation, Company) shall be deemed to be a liquidation, dissolution or winding up of the Corporation Company within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, voluntary or otherwise, no distribution shall be made (x1) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal to the greater of payment and (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount of all cash and other property to be distributed per share to holders of common stock, shares of Common Stock or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Preferred Stock liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) August 13, 2001, declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the merger or consolidation of the Company into or with another entity nor merging the merger or consolidation of the Corporation with or into any other corporation entity into or corporations, with the Company (nor the sale or other transfer of all or substantially all of the assets of the Corporation, Company) shall be deemed to be a liquidation, dissolution or winding up of the Corporation Company within the meaning of this Section 6.F.

Liquidation, Dissolution or Winding Up. Upon In the event of any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding up of the CorporationCorporation (a “Liquidation”), no distribution shall be made (x) to the holders of Common Stock or any other shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upLiquidation) to the Series A Preferred Stock this Class unless, prior thereto, the holders of shares of Series A Preferred Stock this Class shall have received an amount per share equal to the greater of (i) $100, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stock, Common Stock or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upLiquidation) with the Series A Preferred Stockthis Class, except distributions made ratably on the Series A Preferred Stock this Class and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation. In the event the Corporation shall at any time after the Rights Declaration Date (i) October 6, 2003 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock this Class were entitled immediately prior to such event under clause (ii) of clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither For purposes of this Statement, the consolidation voluntary sale, lease, exchange or transfer (for cash, shares of nor merging of the Corporation with or into any other corporation or corporationsstock, nor the sale securities or other transfer consideration) of all or substantially all of the property or assets of the CorporationCorporation to, or a consolidation or merger of the Corporation with, one or more corporations shall not be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6Liquidation.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Participating Preferred Stock, available to permit payment in full of the $1,000.00 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the “Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference”). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorporation (voluntary or otherwise), no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received an amount (the “Series B Liquidation Preference”) equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount of all cash or other property to be distributed per share to holders of common stockstock upon such liquidation, dissolution or winding up of the Corporation, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series B Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series B Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) 1)$1,000 per share, provided that in the event the -------- ---- Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Preferred Stock, available to permit payment in full of the $10,000.00 1,000 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Junior Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary -------------------------------------- or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock unless, prior thereto, the holders of shares of Series A One Preferred Stock shall have received the greater of (i) $1.00 per share plus an amount equal to any accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of and (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stock, or (y) shares of Common Stock. The amount to the which holders of stock ranking on a parity (either as to dividends or Series One Preferred Stock may be entitled upon liquidation, dissolution or winding up) with up of the Corporation pursuant hereto is hereinafter referred to as the "Series A One Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference". In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A One Preferred Stock were entitled immediately prior to such event under clause (xb) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) March 3, 1997 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A X Preferred Stock unless, prior thereto, the holders of shares of Series A X Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus (1) an amount per share equal to the 1,000 times the Wyndham Liquidation Preference (as hereinafter defined), plus (2) an amount equal to the greater of (1A) $10,000.00 1,000.00 per share or (2B) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A X Preferred Stock, except distributions made ratably on the Series A X Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A X Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation -------------------------------------- (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Record Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in the proportion to their respective liquidation preferences. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) October 17, 1996 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to the accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to the holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than reclassification, by payment of a dividend in shares of common stockstock or otherwise) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which the holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 10,000 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except distributions made ratably on the Series A Junior Participating Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (x) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment, plus an amount equal to payment (the greater of "Series A Liquidation Preference") and (1) $10,000.00 per share or (2y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock (the "Common Adjustment"), or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6event ("Adjustment Number").

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment ad- justment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion pro- portion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) April 20, 1998 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (x1) to the holders of the Company Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal to the greater of payment and (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) Effective Time, declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Preference Stock unless, prior thereto, the holders of shares of Series A Preferred Preference Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preference Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Preference Stock, except distributions made ratably on the Series A Preferred Preference Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Preference Stock liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preference Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preference Stock and the holders of such parity shares in the proportion to their respective liquidation preferences. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) August 12, 1998 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Preference Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporationprovided, however, that no such adjustment shall be deemed made with respect to be a liquidationany such dividend or subdivision approved by the Board of Directors on August 12, dissolution or winding up of the Corporation within the meaning of this Section 61998.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (x1) to the holders of the Company Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received an amount equal to the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal to the greater of payment and (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Class B Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) Effective Time, declare or pay any dividend on common stock the Class B Common Stock payable in shares of common stockClass B Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Class B Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockClass B Common Stock) into a greater or lesser number of shares of common stockClass B Common Stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Class B Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Class B Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 one thousand (1,000) times the aggregate amount to be distributed per share to holders of common stock, shares of Common Stock or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event event, and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock unless, prior thereto, the holders of shares of Series A C Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not authorized or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series C Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except distributions made ratably on the Series A C Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Board of Directors or the Corporation shall at any time after the Rights Declaration Date (i) authorize, declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 10,000 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, Common Stock of the Corporation or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock of the Corporation payable in shares of common stock, Common Stock of the Corporation or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock of the Corporation (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock of the Corporation) into a greater or lesser number of shares of common stockCommon Stock of the Corporation, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock of the Corporation outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock of the Corporation that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorporation (voluntary or otherwise), no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount (the “Series A Liquidation Preference”) equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount of all cash or other property to be distributed per share to holders of common stockCommon Stock upon such liquidation, dissolution or winding up of the Corporation, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate ag- gregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate ag- gregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion propor- tion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination combina- tion or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Pre- ferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Record Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) February 9, 1996 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, voluntary or otherwise no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount per share (the “Series A Preferred Liquidation Preference”) equal to $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockPreferred, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockotherwise) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were are outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A liquidation preference and the liquidation preferences of all other classes and series of stock of the Company, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in the proportion to their respective liquidation preferences. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) November 16, 1998 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (-------------------------------------- voluntary or otherwise)involuntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, payment plus an amount equal to the greater of (1a) $10,000.00 85.00 per share or and (2b) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockCommon Stock of the Corporation, or (y2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total full preferential amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock of the Corporation payable in shares of common stocksuch Common Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock of the Corporation (by reclassification or otherwise than by payment of a dividend in shares of common stocksuch Common Stock) into a greater or lesser number of shares of common stockCommon Stock, then in for each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the provisions in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock of the Corporation outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock of the Corporation that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Junior Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except distributions made ratably on the Series A Junior Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorpo- ration, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus provided that the holders of shares of Series A Preferred Stock shall be entitled to receive an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate ag- gregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate ag- gregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion propor- tion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination combina- tion or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Pre- ferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the A-4 denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 100.00 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series B Participating Preferred Stock, available to permit payment in full of the $100.00 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series B Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A B Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of the Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 100 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Participating Preferred Stock, available to permit payment in full of the $100 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of Outstanding shares of the Series A Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the “Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference”). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the CorporationCompany, no distribution distributions shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock Preference Shares unless, prior thereto, the holders of shares of Series A Preferred Stock Preference Shares shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) U.S. $10,000.00 100.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockCommon Shares, or (y) to the holders of stock shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockPreference Shares, except distributions made ratably on the Series A Preferred Stock Preference Shares and all other such parity stock shares in proportion to the total amounts amount to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date date hereof (i) declare or pay any dividend or bonus issue on common stock Common Shares payable in shares of common stockCommon Shares, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Shares (by reclassification or otherwise than by payment of a dividend or bonus issue in shares of common stockCommon Shares) into a greater or lesser number of shares of common stockCommon Shares, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock Preference Shares were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Shares outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Shares that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock unless, prior thereto, the holders of shares of Series A C Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series C Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except distributions made ratably on the Series A C Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the outstanding shares of Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A C Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 100.00 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Participating Preferred Stock, available to permit payment in full of the $100.00 per share amount, the amount required to be paid under this Section 6(a)(1) shall, subject to Section 6(b) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the “Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference”). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then then, in each such case case, the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xA) to the holders of the Common Stock or of shares of any other stock of the Company ranking junior (either as to dividends or junior, upon liquidation, dissolution or winding up) , to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not earned or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series B Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yB) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) up with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) February 10, 2000 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under the proviso in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A H Preferred Stock unless, prior thereto, the holders of shares of Series A H Preferred Stock shall have received the greater of (x) $1,000,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment, plus an amount equal to payment (the greater of “Series H Liquidation Preference”) and (1) $10,000.00 per share or (2y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock (the “Common Adjustment”), or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A H Preferred Stock, except distributions made ratably on the Series A H Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A H Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6event (“Adjustment Number”).

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000 per share, provided that in the event the -------- ---- Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Preferred Stock, available to permit payment in full of the $1,000 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Junior Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares 52 of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. Neither the consolidation, merger or other business combination of the Corporation with or into any other corporation nor the sale, lease, exchange or conveyance of all or any part of the property, assets or business of the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation for purposes of this Section 6. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or subdivision, combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence paragraph (A) of this Section 6 shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of nor merging the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the Corporation with or into any other corporation or corporations, nor aggregate amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the sale or other transfer proviso in clause (1) of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning paragraph (A) of this Section 66 shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Participating Preferred Stock unless, prior thereto, the holders of shares of Series A D Participating Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series D Participating Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Participating Preferred Stock, except distributions made ratably on the Series A D Participating Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A D Participating Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (x) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such paymentpayment (the "Series A Liquidation Preference"); and, plus an amount equal to the greater of (1) $10,000.00 per share or (2y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock (the "Common Adjustment"), or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6event ("Adjustment Number").

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationOCA, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or as to amounts payable upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received an amount per share (rounded to the nearest cent) equal to the greater of (A) $1,000 per share, or (B) an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock, plus, in either case, an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (yii) to the holders of stock ranking on a parity (either as to dividends or as to amounts payable upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except distributions made ratably on the Series A Junior Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares Shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation If OCA shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockotherwise) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi)(B) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were was outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Junior Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except distributions made ratably on the Series A Junior Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (y2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except distributions made ratably on the Series A Junior Participating Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such the liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such the event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such the amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such the event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such the event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCompany, no distribution shall be made (xa) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Preferred Stock shall have received $10,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series B Junior Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yb) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except distributions made ratably on the Series A B Junior Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation Company shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Junior Preferred Stock were entitled immediately prior to such event under the proviso in clause (xb) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000 per share, PROVIDED THAT in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Preferred Stock, available to permit payment in full of the $1,000 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Junior Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporationcorporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000 per share, provided that in the event the corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Participating Preferred Stock, available to permit payment in full of the $1,000 per share amount, the amount required to be paid under this Section (A)(5)(a)(1) shall, subject to Section (A)(5)(b) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorporation (voluntary or otherwise), no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received an amount (the “Series B Liquidation Preference”) equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount of all cash or other property to be distributed per share to holders of common stockCommon Stock upon such liquidation, dissolution or winding up of the Corporation, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. In the event, however, that there are not sufficient assets available to permit payment in full of the Series B Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series B Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series B Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C-1 Preferred Stock unless, prior thereto, the holders of shares of Series A C-1 Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C-1 Preferred Stock, except distributions made ratably on the Series A C-1 Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A C-1 Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 100.00 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Participating Preferred Stock, available to permit payment in full of the $100.00 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the “Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference”). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Participating Preferred Stock, available to permit payment in full of the $1,000 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision combine or combination or consolidation of consolidate the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither (B) In the consolidation of nor merging event, however, that there are not sufficient assets available to permit payment in full of the Corporation with or into any other corporation or corporations, nor Series A Liquidation Preference and the sale or other transfer liquidation preferences of all or substantially all other series of Preferred Stock, if any, which rank on a parity with the Series A Participating Preferred Stock, then such remaining assets of the Corporation, shall be deemed distributed ratably to be a liquidation, dissolution or winding up the holders of the Corporation within the meaning of this Section 6such parity shares in proportion to their respective liquidation preferences. 7.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, -------------------------------------- dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock unless, prior thereto, the holders of shares of Series A B Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series B Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except distributions made ratably on the Series A B Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A B Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not authorized or declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Board of Directors or the Corporation shall at any time after the Rights Declaration Date (i) authorize, declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock unless, prior thereto, the holders of shares of Series A D Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except distributions made ratably on the Series A D Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A D Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 100 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Participating Preferred Stock, available to permit payment in full of the $100 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series A Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (xa) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received the greater of (i) $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 one hundred (100) times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (yb) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except distributions made ratably on the Series A Junior Participating Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event If the Corporation shall at any time after the Rights Declaration Date (i) July 3, 2006, declare or pay any dividend on common stock the shares of Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockotherwise) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to before such event under clause (xa)(ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to before such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)involuntary liquidation, dissolution or winding winding-up of the Corporation, no distribution shall be made (xA) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Junior Preferred Stock unless, unless prior thereto, the holders of shares of Series A Junior Preferred Stock shall have received the higher of (i) $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2ii) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stock, or Common Stock; nor shall any distribution be made (yB) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Junior Preferred Stock, except distributions made ratably on the Series A Junior Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding winding-up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Preferred Stock were are entitled immediately prior to such event under the provision in clause (xA) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation -------------------------------------- (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 1,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of shares of common stock, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on shares of common stock payable in shares of common stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) into a greater or lesser number of shares of common stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock outstanding immediately after such event and the denominator of which is the number of shares of common stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of the Series A Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 10 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series A Junior Participating Preferred Stock, available to permit payment in full of the $10 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of Outstanding shares of the Series A Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the “Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upLiquidation Preference”). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 100.00 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series B Junior Participating Preferred Stock, available to permit payment in full of the $100.00 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series B Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the "Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upB Liquidation Preference"). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the CorporationCorporation (voluntary or otherwise), no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received an amount (the “Series A Liquidation Preference”) equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share or (2) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 times the aggregate amount of all cash or other property to be distributed per share to holders of common stockCommon Stock upon such liquidation, dissolution or winding up of the Corporation, or (y) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date December 18, 2019 (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (x) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made (x) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A B Junior Participating Preferred Stock shall have received an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) $10,000.00 per share, provided that in the event the Corporation does not have sufficient assets, after payment of its liabilities and distribution to holders of Preferred Stock ranking prior to the Series B Junior Participating Preferred Stock, available to permit payment in full of the $10,000.00 per share amount, the amount required to be paid under this Section 6(A)(1) shall, subject to Section 6(B) hereof, equal the value of the amount of available assets divided by the number of outstanding shares of Series B Junior Participating Preferred Stock or (2) an aggregate amount per share, subject to the provision provisions for adjustment hereinafter set forth, equal to 10,000 times the aggregate per share amount to be distributed per share to holders of common stock, or (y) to the holders of stock ranking on a parity Common Stock (either as to dividends the greater of (1) or upon liquidation(2), dissolution or winding up) with the “Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding upB Liquidation Preference”). In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) effect a subdivision or combination or consolidation of combine the outstanding shares of common stock (by reclassification or otherwise than by payment of a dividend in shares of common stock) Common Stock into a greater or lesser smaller number of shares of common stockshares, then in each such case the aggregate amount per share to which holders of shares of Series A B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (x2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock that were outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1000 times the aggregate amount to be distributed per share to holders of common stockCommon Stock, or (y2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except distributions made ratably on the Series A Junior Participating Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such the liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such the event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such the amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such the event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such the event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (x) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment, plus an amount equal to payment (the greater of “Series A Liquidation Preference”) and (1) $10,000.00 per share or (2y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 the product of 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall shall, at any time after the Rights Declaration Date (i) Date, declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock (and an equivalent dividend is not declared on the Series A Preferred Stock or the Series A Preferred Stock is not similarly subdivided or combined), then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Participating Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, except distributions made ratably on the Series A Participating Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 67.

Liquidation, Dissolution or Winding Up. (a) Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (xi) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received the greater of (x) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, thereon to the date of such payment, plus an amount equal to payment (the greater of "Series A Liquidation Preference") and (1) $10,000.00 per share or (2y) an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 1,000 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (yii) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) November 26, 2001 declare or pay any dividend on common stock the Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (xi) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

Liquidation, Dissolution or Winding Up. Upon any liquidation (voluntary or otherwise)liquidation, dissolution or winding up of the Corporation, no distribution shall be made (x1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal provided that the holders of shares of Series A Preferred Stock shall be entitled to the greater of (1) $10,000.00 per share or (2) receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 10,000 100 times the aggregate amount to be distributed per share to holders of common stockshares of Common Stock, or (y2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Corporation shall at any time after the Rights Declaration Date (i) May 27, 2004 declare or pay any dividend on common stock shares of Common Stock payable in shares of common stockCommon Stock, or (ii) effect a subdivision or combination or consolidation of the outstanding shares of common stock Common Stock (by reclassification or otherwise than by payment of a dividend in shares of common stockCommon Stock) into a greater or lesser number of shares of common stockCommon Stock, then in each such case the aggregate amount per share to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under the proviso in clause (x1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of common stock Common Stock outstanding immediately after such event and the denominator of which is the number of shares of common stock Common Stock that were outstanding immediately prior to such event. Neither the consolidation of nor merging of the Corporation with or into any other corporation or corporations, nor the sale or other transfer of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.