Common use of Notice of Certain Events Clause in Contracts

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company Corporation shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular regularly quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company Corporation in a transaction which complies with does not violate Section 11(o)11(n) hereof), or to effect any sale sale, or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), ) in one or more transactions, of 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Corporation and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock)Corporation, then, in each such case, the Company Corporation shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to before the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to before the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly periodic cash dividenddividend at an annual rate not in excess of 125% of the annualized rate of the cash dividend paid on the Common Shares during the immediately preceding fiscal year), or (iib) to offer to the holders of its Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock the Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Stockshares of Common Shares, a change in the par value of such Common Shares or a change from par value to no par value), or (ivd) to directly or indirectly effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, lease, exchange, or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, dividend or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, dissolution or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11 or 13.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier; provided, however, that no such notice shall be required pursuant to this Section 24, if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly periodic cash dividenddividend at an annual rate not in excess of 125 percent of the annualized rate of the cash dividend paid on the Common Shares during the immediately preceding fiscal year), or (iib) to offer to the holders of its Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock the Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred Stockshares of Common Shares, a change in the par value of such Common Shares or a change from par value to no par value), or (ivd) to directly or indirectly effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, lease, exchange, or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, dividend or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, dissolution or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11 or 13.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, consolidation or combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of in dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case If, after the Distribution Date, the Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, in either case to any other PersonPerson or Persons (other than the Company or one or more of its Subsidiaries in one or more transactions each of which complies with Section 11(o) above), (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation reclassification of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), Shares then, in each such case, the Company shall will give to each holder of a Right Certificate and the Rights CertificateAgent, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten (10) 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the any series of Common Stock Shares payable in shares Common Shares of Common Stock the same series or to effect a subdivision, combination or consolidation of the shares any series of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares Common Shares on the Common Shares of Common Stockthe same series), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If the Company shall propose proposes at any time after the Distribution Date (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly periodic cash dividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, mortgage or other transfer), in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the last sentence of Section 11(n)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, Shares) then in each such case, the Company shall give to each holder of a Right Certificate and to the Rights CertificateAgent, in accordance with Section 26 hereof26, a notice of such that proposed action, which shall specify that specifies the record date for the purposes of such stock that share dividend, or distribution of rights or warrants, or the date on which such that reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Shares or Preferred StockShares, if any such record date is to be fixed, and such that notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such that action, and in the case of any such other similar action, at least ten twenty (1020) days prior to the date of the taking of such that proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Shares or Preferred StockShares, whichever is earlier; but no notice shall be required pursuant to this Section 25 if any Subsidiary of the earlierCompany effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company in a manner not inconsistent with the provisions of this Agreement.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Stock Shares or to make any other distribution to the holders of its the Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any share exchange, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares of the Company payable in shares Common Shares of Common Stock the Company or to effect a subdivision, combination or consolidation of the shares Common Shares of Common Stock the Company (by reclassification or otherwise than by payment of dividends in shares Common Shares of Common Stockthe Company), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a reasonably detailed notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares Common Shares of Common Stock the Company and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares Common Shares of Common Stock the Company and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular regularly quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary subsidiary of the Company in a transaction which complies with does not violate Section 11(o)14(b) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to, any other PersonPerson or Persons (other than the Company and/or any of its subsidiaries in one or more transactions each of which does not violate Section 14(b) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed actionaction to the extent feasible and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (i) or (ii) above of this Section 26(a) at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any consolidation consolidation, amalgamation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Voting Shares payable in shares of Common Stock Voting Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Voting Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockVoting Shares), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, amalgamation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Voting Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Voting Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Company Common Stock or to make any other distribution to the holders of its Preferred Company Common Stock (other than a regular quarterly cash dividenddividend paid out of funds legally available therefor), (ii) to offer to the holders of its Preferred Company Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Company Common Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Company Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Company Common Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Company Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Company Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Company Common Stock and/or shares of Preferred Stock, whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 24, if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation reclassification of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), Shares then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten (10) 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred Stock, Shares whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation consolidation, merger or merger statutory share exchange into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. If the Company shall, on or after the Distribution Date, propose (a) In case the Company shall propose (i) to pay any dividend or other distribution payable in stock of any class of the Company or any Subsidiary of the Company to the holders of its Preferred Stock or Shares, (b) to make any other distribution distribute to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iiic) to make any other distribution to the holders of its Preferred Shares (other than a regular quarterly cash dividend), (d) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (ive) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken determined as a wholeprovided in Section 14 herein) to, any other PersonPerson (other than the Company or a Wholly-Owned Subsidiary or Wholly-Owned Subsidiaries), (vf) to effect the liquidation, dissolution or winding up of the Company, Company or (vig) if the Rights have theretofore become exercisable with respect to Common Shares pursuant to Section 12(a)(2) herein, to declare or pay any dividend or other distribution on the Common Stock Shares payable in shares Common Shares or in stock of Common Stock any other class of the Company or any Subsidiary of the Company or to effect a subdivision, subdivision or combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common Stock), Shares) then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 28 hereof, a notice of such proposed action, which shall specify the date of authorization by the Board of Directors of, and record date for the purposes of for, such stock dividend, dividend or such distribution of rights or warrants, warrants or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, winding up, subdivision or winding up combination is to take place and the date of participation therein by the holders of the shares Common Shares of Common Stock and/or shares of the Company or the Preferred StockShares, or both, if any such date is to be fixed, and such . Such notice shall be so given in the case of any action covered by clause (ia), (b) or (iig) above at least ten (10) 20 days prior to the record date for determining holders of the shares Preferred Shares or of Preferred Stock the Common Shares of the Company, as the case may be, for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares Preferred Shares or Common Shares of Common Stock and/or shares of Preferred Stockthe Company, as the case may be, whichever shall be the earlier. If any of the events set forth in Section 12(a)(2) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 28 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 12(a)(2) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock or Shares to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed actionaction and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the earlier of the Distribution Date or the Stock Acquisition Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), ) hereof) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than fifty percent (50% or more %) of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), (v) to effect the liquidation, dissolution or winding winding-up of the Company, Company or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, combination, subdivision, merger, sale, share exchange, transfer, liquidation, dissolution, or winding winding-up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred shares of Common Stock or to make any other distribution to the holders of its Preferred shares of Common Stock (other than a regular quarterly cash dividend), ) or (ii) to offer to the holders of its Preferred shares of Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred shares of Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions, each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which action that shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of the Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to the effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, whichever shall be the earlier. In case the event set forth in Section 11(a)(ii) of this Agreement shall occur, then, the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of the Preferred Stock or shares of stock of any class or any other securities, rights or options, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, Company or (vif) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, whichever shall be the earlier. In case the event set forth in Section 11(a)(ii) shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to declare or pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of the Preferred Stock or shares of stock share capital of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (ivd) to effect any combination, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Sections 11(n) hereof), or (ve) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise), or (f) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder holders of a Rights CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividenddividend of shares, or distribution of rights or warrantsRights, or the date on which such reclassification, combination, consolidation, merger, sale, transfer, liquidation', dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Preferred Stock and/or shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock and/or Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of its Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. In case a Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall propose proposes, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Common Stock), or (iv) to effect any consolidation or merger into into, or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o11(6)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall will give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall will specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall will be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Stock Shares or to make any other distribution to the holders of its the Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any share exchange, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares of the Company payable in shares Common Shares of Common Stock the Company or to effect a subdivision, combination or consolidation of the shares Common Shares of Common Stock the Company (by reclassification or otherwise than by payment of dividends in shares Common Shares of Common Stockthe Company), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares Common Shares of Common Stock the Company and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares Common Shares of Common Stock the Company and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of the Preferred Stock or shares of stock of any class or any other securities, rights or options, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to, any other Person, (ve) to effect the liquidation, dissolution or winding up of the Company, Company or (vif) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, whichever shall be the earlier. In case the event set forth in Section 11(a)(ii) shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. If the Company proposes at any time (a) In case to declare any dividend or distribution upon any of its stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for sale pro rata to all of the Company shall propose holders of the outstanding shares of the Series E Preferred Stock any additional shares of the Company’s capital stock (or other securities convertible into such capital stock), other than (i) to pay any dividend payable in stock of any class pursuant to the holders of its Preferred Stock Company’s stock option or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend)compensatory plans, (ii) to offer to the holders of its Preferred Stock rights in connection with commercial credit arrangements or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or optionsequipment financings, (iii) in connection with strategic transactions for purposes other than capital raising, or (iv) pursuant to contractual pre-emptive rights; (c) to effect any reclassification or recapitalization of any of its Preferred Stock stock; (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (ivd) to effect any consolidation merge or merger consolidate with or into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))corporation, or to effect any sale or other transfer (an Acquisition, or to permit one liquidate, dissolve or more wind up; or (e) offer holders of its Subsidiaries registration rights the opportunity to effect any sale or other transfer), participate in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up an underwritten public offering of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock)’s securities for cash, then, in connection with each such caseevent, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a Holder: (1) at least 10 days prior written notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which a record will be taken for such reclassificationdividend, consolidation, merger, sale, transfer, liquidation, dissolutiondistribution, or winding up is to take place subscription rights (and specifying the date of participation therein by on which the holders of the shares of Common Stock and/or shares of Preferred Stockcommon stock will be entitled thereto) or for determining rights to vote, if any such date is any, in respect of the matters referred to be fixed, in (a) and such notice shall be so given (b) above; (2) in the case of any action covered by clause the matters referred to in (ic) or and (iid) above at least ten (10) 10 days prior to written notice of the record date for determining when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the shares of Preferred Stock for purposes occurrence of such action, event); and (3) in the case of any such other actionthe matter referred to in (e) above, at least ten (10) days prior the same notice as is given to the date of the taking of such proposed action or the date of participation therein by the holders of such registration rights. Company will also provide information requested by Holder reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements. After the shares expiration of Common Stock and/or shares the Loan Agreement but until the earliest of Preferred Stockthe expiration of this Warrant, whichever shall be an IPO or change of control, the earlierCompany will provide to the Holder operating budgets and updated capitalization tables on a quarterly basis.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date (ia) to declare or pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate in excess of 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of the Preferred Stock or shares of stock share capital of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (ivd) to effect any combination, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Sections 11(n) hereof), or (ve) to declare or pay any dividend on the Common Stock payable in Common Stock or to effect a subdivision, combination or consolidation of the Common Stock (by reclassification or otherwise), or (f) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder holders of a Rights CertificateRight, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividenddividend of shares, or distribution of rights or warrantsRights, or the date on which such reclassification, combination, consolidation, merger, sale, transfer, liquidation', dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Preferred Stock and/or shares of Preferred Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock and/or Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days 37 prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of its Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. In case a Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right, to the extent feasible and in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii).

Notice of Certain Events. (a) In case the Company shall propose proposes, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Class A Common Stock or Class B Common Stock or to make any other distribution to the holders of its Preferred Class A Common Stock or Class B Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Class A Common Stock or Class B Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Class A Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Class A Common Stock or Class B Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stockshares), or (iv) to effect any consolidation or merger into into, or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section SECTION 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with SECTION 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall will give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereofSECTION 26, a notice of such proposed action, which shall will specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Class A Common Stock and/or shares of Preferred Class B Common Stock, if any such date is to be fixed, and such notice shall will be so given in the case of any action covered by clause CLAUSE (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Class A Common Stock and/or Class B Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Class A Common Stock and/or shares of Preferred Class B Common Stock, whichever shall be is the earlier.

Notice of Certain Events. (a) In case If at any time subsequent to the Shares Acquisition Date, the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Stock Shares or to make any other distribution to the holders of its the Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Stock Shares of the Company payable in shares of its Common Stock Shares or to effect a subdivision, combination or consolidation of the shares Common Shares of Common Stock the Company (by reclassification or otherwise than by payment of dividends in shares of its Common StockShares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares Common Shares of Common Stock the Company and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares Common Shares of Common Stock the Company and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a merger of a Subsidiary of into or with the Company in a transaction which complies with Section 11(o)Company), to effect any share exchange with or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Right Certificate, in accordance with Section 26 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, Shares if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, mortgage or other transfer), in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by Section 11 (n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, ) then in each such case, the Company shall give to each holder of a Right Certificate and to the Rights CertificateAgent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Stock Shares or to make any other distribution to the holders of its the Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person Person, (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or v) to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, (vvi) to effect the liquidation, dissolution or winding up of the Company, or (vivii) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares Common Shares), or (viii) to effect a division of Common Stock)the Company, then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, division, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any share exchange, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to), to any other PersonPerson or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(m) hereof), (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to the Rights Agent and (to the extent practicable) each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes purpose of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Shares or the Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Shares or the Preferred StockShares, whichever shall be the earlier. In case any event set forth in Section 11(a)(ii) hereof shall occur, then the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall describe such event and the consequences of such event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company Corporation shall at any time after the Distribution Date propose to (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly cash dividenddividend out of the earnings or retained earnings of the Corporation), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company Corporation in a transaction or a series of transactions which complies with does not violate Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), ) in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Corporation or any of its Subsidiaries in one transaction or a series of transactions each of which does not violate Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock)Corporation, then, in each such case, ; the Company Corporation shall to the extent feasible give to each holder of a Rights Certificate, in accordance with Section 26 hereof, Certificate a notice of such proposed actionaction and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above next preceding at least ten (10) twenty days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and in the case of any such other actionaction in this Section 25(a), at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividendRegular Dividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of shares of its Preferred Stock or to make any other distribution to the holders of shares of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of shares of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company transaction set forth in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person13 hereof, (v) to effect affect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common StockStock of the Company), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transaction, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of the Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Issuance Date, propose (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock the Ordinary Shares or to make any other distribution to the holders of its Preferred Stock the Ordinary Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock the Ordinary Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock the Ordinary Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockOrdinary Shares), (iv) to effect any merger, share exchange, consolidation or merger other combination into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Ordinary Shares payable in shares of Common Stock Ordinary Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Ordinary Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockOrdinary Shares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock share dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, share exchange, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Ordinary Shares and/or shares of Preferred StockOrdinary Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Ordinary Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockOrdinary Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in shares of capital stock of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of its shares of Preferred Stock (other than a regular quarterly cash dividend), dividend out of earnings or retained earnings of the Company) or (ii) to offer to the holders of its shares of Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its shares of Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), ) or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateCertificate and to the Rights Agent, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, action and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly dividend out of earnings on retained earnings of the Company at a rate not in excess of 125% of the rate of the last regular quarterly cash dividenddividend theretofore paid), or (ii) to offer to the holders of its Preferred Stock options, rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) twenty days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in stock of any class or series to the holders of its either series of Preferred Stock Shares or to make any other distribution to the holders of its either series of Preferred Stock Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its either series of Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of such Preferred Stock Shares or shares of stock of any class or series or any other securities, rights or options, or (iiic) to effect any reclassification of its either series of Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares of such series), or (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier. In case any Section 11(a)(ii) Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and all references in the preceding paragraph to Preferred Shares shall be deemed thereafter references to Common Shares and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Separation Date, (i) to pay any dividend payable in stock of any class to the holders of its Series A Preferred Stock Shares or to make any other distribution to the holders of its Series A Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Series A Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Series A Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Series A Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Series A Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Series A Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Series A Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Series A Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. In case the Company, on or after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at an annual rate not in excess of 125% of the annualized rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year), or (iib) to offer to the holders of its Preferred Stock rights rights, options, or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock, a change in the par value of such Preferred Stock or a change from par value to no par value), or (ivd) to directly or indirectly effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, lease, exchange, or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, dividend or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in capital stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of capital stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% 50 percent or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to each holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) and the Rights CertificateAgent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of fifty percent (50% %) or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to), to any other PersonPerson (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes purpose of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company Corporation shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock shares of any class to the holders of its Participating Preferred Stock Shares or to make any other distribution to the holders of its Participating Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Participating Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Participating Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Participating Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Participating Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, or (vi) to declare or pay any dividend on the Common Stock Class A Shares or Class B Shares payable in shares of Common Stock such Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Class A Shares or Class B Shares (by reclassification or otherwise than by payment of dividends in shares of Common Stocksuch Shares), then, in each such case, the Company Corporation shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock share dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place occur and the record date of for participation therein by the holders of the shares of Common Stock Class A Shares, Class B Shares and/or shares of Participating Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Participating Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Class A Shares, Class B Shares and/or shares of Participating Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock the Common Shares or to make any other distribution to the holders of its Preferred Stock the Common Shares (other than a regular quarterly periodic cash dividenddistributions in the ordinary course), (ii) to offer to the holders of its Preferred Stock the Common Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock the Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), (iv) to effect any share exchange, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets, cash flow or earning power aggregating more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common Stock), Shares) then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction (with a copy thereof to the Rights Agent), which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such share exchange, reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to but not including the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to but not including the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, mortgage or other transfer), in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the proviso at the end of the first sentence of Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock and/or Class B Common Stock payable in shares of Common Stock and/or Class B Common Stock, as applicable, or to effect a subdivision, combination or consolidation of the shares of Common Stock and/or Class B Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock and/or Class B Common Stock), then, as applicable) then in each such case, the Company shall give to each holder of a Right Certificate and to the Rights CertificateAgent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock, Class B Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock, Class B Common Stock and/or shares of Preferred Stock, whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 25 as a result of any Subsidiary of the Company effecting a consolidation or merger with or into, or effecting a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company in a manner not inconsistent with the provisions of this Agreement.

Notice of Certain Events. In case the Company, on or ------------------------ after the Distribution Date, shall propose to (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at an annual rate not in excess of 125% of the annualized rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year), or (iib) to offer to the holders of its Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock, a change in the par value of such Preferred Stock or a change from par value to no par value), or (ivd) to directly or indirectly effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, lease, exchange, or other transfer or disposition (or to permit one or more of its Subsidiaries to effect any sale sale, lease, exchange or other transfertransfer or disposition), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, dividend or distribution of rights or warrantsrights, or the date on which such reclassification, consolidation, merger, sale, lease, exchange, transfer, disposition, liquidation, dissolution, dissolution or winding up is to take place and if such holders will or may participate therein, the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein therein, if any, by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice as required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 25, notice of the occurrence of such Triggering Event or Business Combination, which shall specify the Triggering Event or Business Combination and include a description of the consequences of such event to holders of Rights under Section 11(a)(ii) or 13.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its either series of Junior Preferred Stock or to make any other distribution to the holders of its either series of Junior Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), ; (ii) to offer to the holders of its either series of Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of such Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its either series of Junior Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of such series of Junior Preferred Stock), ; (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof); or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), ; then, in each such case, the Company shall give to each registered holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Junior Preferred Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Junior Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier; provided, however, that no such action shall be taken pursuant to this Section 25(a) that will or would conflict with any provision of the Certificate of Incorporation; provided further, that no such notice shall be required pursuant to this Section 25, if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company.

Notice of Certain Events. (a) 25.1 In case the Company shall propose propose, at any time after the Distribution Date, to (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, mortgage or other transfer), in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the proviso at the end of the first sentence of Section 11.14 hereof), (ve) to effect the liquidation, dissolution or winding up of the Company, or (vif) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares Common Stock of Common Stock), then, the Company) then in each such case, the Company shall give to each holder of a Right Certificate and to the Rights CertificateAgent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 25 as a result of any Subsidiary of the Company effecting a consolidation or merger with or into, or effecting a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company in a manner not inconsistent with the provisions of this Agreement.

Notice of Certain Events. (a) In case the Company shall ------------------------ propose (i) to pay any dividend payable in stock of any class to the holders of its Series One Preferred Stock Shares or to make any other distribution to the holders of its Series One Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Series One Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Series One Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Series One Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Series One Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, mortgage, license or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfersuch transaction), in one or more transactions, of 50% or more of the value of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, mortgage, license, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Series One Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Series One Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Series One Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case 25.1 If the Company shall after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), ; (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), ; (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))Person, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power Earning Power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, ; (v) to effect the liquidation, dissolution or winding up of the Company, ; or (vi) to declare or pay any dividend on the shares of Class A Common Stock payable in shares of Class A Common Stock Stock, or to effect a subdivision, combination or consolidation of the shares of Class A Common Stock (by reclassification or otherwise than by payment of dividends in shares of Class A Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights CertificateRight, in accordance with Section 26 hereof26, a notice of such the proposed action, which shall specify the record date for the purposes of such a stock dividend, or distribution of rights or warrants, or the date on which such a reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Class A Common Stock and/or shares of or Preferred StockStock or both, if any such date is to be fixed, and such the notice shall be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such actionShares and, and in the case of any such other actionaction covered by clauses (iii) to (vi) above, at least ten (10) days prior to the date of the taking of such the proposed action or the date of participation therein by the holders of the shares of Class A Common Stock and/or shares of or Preferred StockStock or both, whichever shall be the earlier. The failure to give notice required by this Section 25.1 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Separation Date, (i) to pay any dividend payable in stock of any class to the holders of its Series A Preferred Stock Shares or to make any other distribution to the holders of its Series A Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Series A Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Series A Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Series A Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Series A Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% or more %) of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Series A Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Series A Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Series A Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall Corporation shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular regularly quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision or combination of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company Corporation in a transaction which complies with does not violate Section 11(o)11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), ) in one or more transactions, of 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Corporation and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock)Corporation, then, in each such case, the Company Corporation shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction and shall file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, distribution or distribution offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Corporation or the vote upon any such action.

Notice of Certain Events. (a) In case If the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividenddividend out of the surplus of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred shares of Common Stock), ) or (iv) to effect any consolidation with or merger with or into or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) hereof), or to effect any sale or other transfer (or and/or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of assets or earning power aggregating more than 50% or more of the assets or earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of any such stock dividend, distribution or distribution offering of rights or warrants, or the date on which any such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares holds of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 calendar days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of entitled to participate in such actiondividend, distribution or offering, and in the case of any such other action, at least ten (10) 20 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock the Ordinary Shares or to make any other distribution to the holders of its Preferred Stock the Ordinary Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock the Ordinary Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Ordinary Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock the Ordinary Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockOrdinary Shares), (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Ordinary Shares payable in shares of Common Stock Ordinary Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Ordinary Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockOrdinary Shares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Ordinary Shares and/or shares of Preferred StockOrdinary Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Ordinary Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Ordinary Shares and/or shares of Preferred StockOrdinary Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the earlier of the Distribution Date or the share Acquisition Date (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125% of the rate of the last cash dividend theretofore paid), (iib) to offer to the holders of its Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional Units shares of the Preferred Stock or shares of stock of any class or any other securities, rights or options, (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Preferred Stock), (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power (including without limitation securities creating any obligation on the part of the Company and/or any of its subsidiaries) of the Company and its Subsidiaries subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company or one or more of its direct or indirect wholly owned subsidiaries), (ve) to effect the liquidation, dissolution or winding up of the Company, Company or (vif) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of the Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action. In case the event set forth in Section 11(a)(ii) or Section 13 shall occur, then the Company shall as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate (or if necessary prior to the Distribution Date the holders of the Common Stock), in accordance with Section 26, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) and Section 13.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or a series of related transactions of more transactions, of than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution dissolution, or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, Certificate in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class or series to the holders of its Series A Junior Participating Preferred Stock or to make any other distribution to the holders of its Series A Junior Participating Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), ; (ii) to offer to the holders of its Series A Junior Participating Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Series A Junior Participating Preferred Stock or shares of stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Series A Junior Participating Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Series A Junior Participating Preferred Stock), ; (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof); or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), ; then, in each such case, the Company shall give to each registered holder of a Rights Certificate, to the extent feasible, and to the Rights Agent in accordance with Section 26 hereof, a written notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Series A Junior Participating Preferred Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Series A Junior Participating Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Series A Junior Participating Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier; provided, however, that no such action shall be taken pursuant to this Section 25(a) that will or would conflict with any provision of the Certificate of Formation; provided further, that no such notice shall be required pursuant to this Section 25, if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, Person (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable Shares available in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly cash dividend), (iii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iiii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), (ivi) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (vi) to effect the liquidation, dissolution or winding up of the Company, or (vii) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares, to reclassify the Common Shares, or to otherwise effect a subdivisionsplit-up, division or combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock)Shares, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered described by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its the Preferred Stock Shares or to make any other distribution to the holders of its the Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Class A Common Stock Shares payable in shares of Class A Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Class A Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Class A Common StockShares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Class A Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Class A Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the earlier of the Distribution Date or the Share Acquisition Date, (i) to effect any of the transactions referred to in Section 11(a) (i) hereof or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of record of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of record of its Preferred Stock Stock, options, warrants or other rights or warrants to subscribe for or to purchase (including any additional Units security convertible into or exchangeable for Preferred Stock) any shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any consolidation or merger into with or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50more than 50 % or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the shares of Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of record of a Rights Right Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, dividend or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, or winding up is to take place and the record date of for determining participation therein by the holders of record of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of record of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the ------------------------ Company shall propose (i) to pay any dividend payable in stock of any class to the holders of shares of its Preferred Stock or to make any other distribution to the holders of shares of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of shares of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company transaction set forth in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person13 hereof, (v) to effect affect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common StockStock of the Company), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transaction, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of the Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of the Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution described to the holders of its Preferred Common Stock (other than a regular quarterly cash dividend at a rate per share not in excess of the greater of (x) 200% of the rate of the last quarterly dividend theretofore paid and (y) $0.10 per quarter (as such amount may be appropriately adjusted to reflect any stock split, stock dividend, or similar transaction)), or (iib) to offer to the holders of its Preferred Common Stock rights rights, options or warrants to subscribe for or to purchase any additional Units of Preferred Common Stock or shares of stock of any class securities convertible into Common Stock, or any other securities, rights or options, (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Common Stock)) or any other event described in Section 11(a)(i) hereof, or (ivd) to effect any merger, consolidation or merger other combination into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with does not violate Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) toto any Person or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(o) hereof), any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Company Voting Stock or to make any other distribution to the holders of its Company Voting Stock (other than the accruing dividend to which the holders of Company Preferred Stock (are entitled and other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Company Voting Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Company Voting Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Company Voting Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Company Voting Stock), or (iv) to effect any share exchange, consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)11(l) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than fifty percent (50% or more %) of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(l) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, share exchange, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Company Voting Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Company Voting Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Company Voting Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Preference Shares or to make any other distribution to the holders of its Preferred Stock Preference Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Preference Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Preference Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Preference Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockPreference Shares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson or Persons (other than the Company and/or any of its subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockPreference Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Preference Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockPreference Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly dividend out of earnings on retained earnings of the Company at a rate not in excess of 125% of the rate of the last regular quarterly cash dividenddividend theretofore paid), or (ii) to offer to the holders of its Preferred Stock options, rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its the Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (iv) to effect any merger, consolidation or merger other combination into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateRight, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, merger, consolidation, mergercombination, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) twenty days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier. The failure to give notice required by this Section 24 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

Notice of Certain Events. (a) In case the Company Corporation shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular regularly quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company Corporation in a transaction which complies with does not violate Section 11(o)11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), ) in one or more transactions, of 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Corporation and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock)Corporation, then, in each such case, the Company Corporation shall give to the Rights Agent and to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time following the Distribution Date: (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly periodic cash dividenddividend at a rate not in excess of 125 percent of the rate of the last cash dividend theretofore paid), ; (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, ; (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), ; (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies or transactions that comply with Section 11(o) hereof)), or ; (v) to effect any sale or other transfer (or to permit one or more of its Subsidiaries subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries subsidiaries (taken as a whole) to, any other Person, Person (vother than a Subsidiary of the Company in a transaction or transactions that comply with Section 11(o) hereof); or (vi) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof25, a notice of such proposed action, which shall specify the record date for for, and the purposes of of, such stock share dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) twenty days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) twenty days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to each registered holder of a Rights CertificateRight, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Stock of the Company payable in shares of Common Stock of the Company or to effect a subdivision, combination or consolidation of the shares of Common Stock of the Company (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such caseto the extent feasible, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date Record Date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date Record Date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock of the Company and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose proposes, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Common Stock), or (iv) to effect any consolidation or merger into into, or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of 50% or more than 50 percent of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall will give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall will specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall will be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be is the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with any other Person (other than a merger of a Subsidiary of into or with the Company in a transaction which complies with Section 11(oCompany)), to effect any share exchange with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, Shares if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.with

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than fifty percent (50% or more %) of the assets assets, cash flow or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten twenty (1020) calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, (i) the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof, and (ii) all references in the preceding paragraph to Preferred Stock shall be deemed thereafter to refer to Common Stock and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall propose ------------------------ propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its either series of Junior Preferred Stock or to make any other distribution to the holders of its either series of Junior Preferred Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its either series of Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of such Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its either series of Junior Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of such series of Junior Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Junior Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Junior Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Junior Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 24, -------- ------- if any Subsidiary of the Company effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular quarterly monthly cash dividend), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares Common Shares of Common Stock the Company (by reclassification or otherwise than by payment of dividends in shares Common Shares of Common Stockthe Company), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section SECTION 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares Common Shares of Common Stock and/or shares of Preferred Stockthe Company, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares Common Shares of Common Stock and/or shares of Preferred Stockthe Company, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company Corporation shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a regular regularly quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company Corporation in a transaction which complies with does not violate Section 11(o)11(n) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), ) in one or more transactions, of 50% or more of the assets or earning power of the Company Corporation and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Corporation and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(n) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock)Corporation, then, in each such case, the Company Corporation shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed actionaction to the extent feasible and file a certificate with the Rights Agent to that effect, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for Common Shares or purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), ) or (iib) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (ivd) to effect any consolidation consolidation, merger, or merger statutory share exchange into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Right Certificate, in accordance with Section 25 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In xx.Xx case the Company shall shall, at any time after the Distribution Date, propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Class A Common Stock or to make any other distribution to the holders of its Preferred Class A Common Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Class A Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Class A Common Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred the Class A Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred shares of Class A Common Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 5025% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Class A Common Stock or Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock or to effect a subdivision, combination or consolidation of the shares of Class A Common Stock or Class B Common Stock (by reclassification or otherwise than by payment of dividends in shares of Class A Common Stock or Class B Common Stock), then, in each such case, the Company shall give to the Rights Agent and each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Class A Common Stock and/or shares of Preferred Class B Common Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Class A Common Stock for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Class A Common Stock and/or shares of Preferred Class B Common Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case If, after the Distribution Date, the Company shall propose proposes (i) to pay any dividend payable in stock of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of its shares of Preferred Stock (other than a regular quarterly periodic cash dividend), (ii) to offer to the holders of its shares of Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its shares of Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of assets or earning power (including, without limitation, securities creating any obligation on the part of the Company and/or any of its Subsidiaries) representing more than 50% or more of the assets or and earning power of the Company and its Subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons other than the Company or one or more of its wholly owned Subsidiaries, (v) to effect the liquidation, dissolution or winding up of the Company, Company or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation reclassification of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall will give to each holder of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or distribution offering of rights rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall will be so given given, in the case of any action covered by clause (i) or (ii) above above, at least ten (10) 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and and, in the case of any such other action, at least ten (10) 10 calendar days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be is the earlier. (bi In case any Triggering Event occurs, then, in any such case, the Company will as soon as practicable thereafter give to the Rights Agent and each holder of a Right Certificate, in accordance with Section 26, a notice of the occurrence of such event, which specifies the event and the consequences of the event to holders of Rights.

Notice of Certain Events. (a) In case the Company shall propose (ia) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Common Shares or to make any other distribution to the holders of its Preferred Stock Common Shares (other than a cash dividend at a rate not in excess of 125% of the rate of the last regular quarterly periodic cash dividenddividend theretofore paid), or (iib) to offer to the holders of its Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Common Shares or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Stock (Commons Shares other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), or (ivd) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights Right Certificate, in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (ia) or (iib) above at least ten (10) lease 20 days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, Shares whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) of this Agreement shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and to each holder of a Right Certificate, in accordance with Section 25 hereof, a notice of the occurrence of such event, which shall specify the event and the consequences of the event to holders of Rights under Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassificationreclassifica- tion, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.case

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends dividend in shares of Common StockShares), then, in each such case, the Company shall give to each holder of a Rights Right Certificate, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred Stockpreferred Shares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If the Company shall propose proposes at any time after the Distribution Date (i) to pay any dividend payable in stock shares of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly periodic cash dividend), or (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of capital stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its Subsidiaries to effect any sale sale, mortgage or other transfer), in one transaction or more a series of related transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other PersonPerson (other than a Subsidiary of the Company in one or more transactions each of which is not prohibited by the last sentence of Section 11(n)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, ) then in each such case, the Company shall give to each holder of a Right Certificate and to the Rights CertificateAgent, in accordance with Section 26 hereof26, a notice of such that proposed action, which shall specify that specifies the record date for the purposes of such stock that share dividend, or distribution of rights or warrants, or the date on which such that reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of or Preferred Stock, if any such record date is to be fixed, and such that notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such that action, and in the case of any such other similar action, at least ten twenty (1020) days prior to the date of the taking of such that proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of or Preferred Stock, whichever is earlier; but no notice shall be required pursuant to this Section 25 if any Subsidiary of the earlierCompany effects a consolidation or merger with or into, or effects a sale or other transfer of assets or earnings power to, any other Subsidiary of the Company in a manner not inconsistent with the provisions of this Agreement.

Notice of Certain Events. (a) In case the Company shall at any time after the earlier of the Distribution Date or the Shares Acquisition Date propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o))with, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock Shares payable in shares of Common Stock Shares or to effect a subdivision, combination or consolidation of the shares of Common Stock Shares (by reclassification or otherwise than by payment of dividends in shares of Common StockShares), then, in each such case, the Company shall give to each holder of a Rights CertificateCertificate and to the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action, and in the case of any such other action, at least ten (10) 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock Shares and/or shares of Preferred StockShares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) propose, at any time after the Distribution Date, to pay any dividend payable in stock shares of any class of capital stock to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividenddividend paid out of earnings or retained earnings of the Company), (ii) or to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) or to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Preferred Stock), (iv) or to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), ) hereof) or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof), (v) or to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible, and in accordance with Section 26 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock share dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose (i) to pay any dividend payable in stock of any class to the holders of its Preferred Stock or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional Units of Preferred Stock or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred Stock (other than a reclassification involving only the subdivision of outstanding Preferred Stock), (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person, (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or 37. otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights CertificateCertificate and the Rights Agent, in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Series C Preferred Stock or to make any other distribution to the holders of its Series C Preferred Stock (other than a regular quarterly cash dividenddividend of the Company in compliance with Section 13.1-653 of the Virginia Stock Corporation Act), or (ii) to offer to the holders of its Series C Preferred Stock rights or warrants to subscribe for or to purchase any additional Units shares of Series C Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Series C Preferred Stock (other than a reclassification involving only the subdivision of outstanding shares of Series C Preferred Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which that complies with Section 11(o11(m) hereof), or to effect a statutory share exchange with any Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(m) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than a Subsidiary of the Company in one or more transactions each of which complies with Section 11(m) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, statutory share exchange, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Series C Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Series C Preferred Stock for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Series C Preferred Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock or to make any other distribution to the holders of its Preferred Common Stock (other than a regular quarterly cash dividenddividend out of earnings or retained earnings of the Company), or (ii) to offer to the holders of its Preferred Common Stock rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Common Stock), or (iv) to effect any consolidation or merger into or with any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o)), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten twenty (1020) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action, and in the case of any such other action, at least ten twenty (1020) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose propose, at any time after the Distribution Date, (i) to pay any dividend payable in stock of any class to the holders of its Preferred Common Stock of the Company or to make any other distribution to the holders of its Preferred Common Stock of the Company (other than a regular quarterly periodic cash dividenddividend out of earnings or retained earnings of the Company), (ii) to offer to the holders of its Preferred Common Stock of the Company rights or warrants to subscribe for or to purchase any additional Units shares of Preferred Common Stock of the Company or shares of stock of any class or any other securities, rights or options, (iii) to effect any reclassification of its Preferred the Common Stock of the Company (other than a reclassification involving only the subdivision or split of outstanding Preferred Stockshares of Common Stock of the Company), (iv) to effect any consolidation consolidation, combination or merger into or with any other Person or Persons (other than a Subsidiary of the Company in a transaction which complies with Section 11(o)) hereof), or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one transaction or more a series of related transactions, of more than 50% or more of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, to any other Person, Person or Persons (other than the Company or any of its Subsidiaries in one or more transactions each of which complies with Section 11(o) hereof) or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Stock payable in shares of Common Stock or to effect a subdivision, combination or consolidation of the shares of Common Stock (by reclassification or otherwise than by payment of dividends in shares of Common Stock), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, action which shall specify the record date for the purposes of such stock dividend, or distribution of rights or warrants, or the date on which such reclassification, consolidation, combination, merger, sale, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stockthe Company, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least ten (10) 20 days prior to the record date for determining holders of the shares of Preferred Common Stock of the Company for purposes of such action, and in the case of any such other action, at least ten (10) 20 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of the shares of Common Stock and/or shares of Preferred Stockthe Company, whichever shall be the earlier.