Common use of Notice of Certain Events Clause in Contracts

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 Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (iv) to effect any consolidation or merger into or 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% 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, 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, 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 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 twenty (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 twenty (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 Preferred Stock whichever shall be the earlier.

Notice of Certain Events. (a) 24.1. In case the Company Corporation shall propose, 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 or to make any other distribution to the holders of its Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Corporation in a transaction which does not violate Section 11.14 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 more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries 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 11.14 hereof), or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give the Rights Agent and to each holder of a Rights Right 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the 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, 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Shares and/or 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 propose (i) to pay any dividend or other distribution payable in stock of any class to the holders of Preferred Stock its Common Shares or to make any other distribution to the holders of Preferred Stock its Common Shares (other than a regular monthly or quarterly cash dividend out of earnings or retained earnings) or distribution), (ii) to offer to the holders of Preferred Stock its Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common 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 Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), or (iv) to effect any consolidation or merger into or 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to effect a subdivision, combination or consolidation of the Common Shares of the Company (by reclassification or otherwise than by payment of dividends or other distributions in Common Shares of the Company), 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 Common 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 twenty ten (2010) days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action action, and in the case of any such other action, at least twenty ten (2010) 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 Preferred Stock the Company, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company Corporation shall propose, 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 withwith any other Person (other than a Subsidiary of the Corporation in a transaction which does not violate Section 11(n) 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 more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries 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 CompanyCorporation, then, in each such case, the Company Corporation 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 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock 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 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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, or (v) to effect any statutory share exchange with the outstanding Common Shares of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the CompanyCompany or (vii) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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 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, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or 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 of this paragraph at least twenty (20) ten days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) ten 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 Shares and/or 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 Date, (i) to pay any dividend payable in capital stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 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, 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, 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 holder of its Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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% 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 (v) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares) 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, 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings) dividend), or (iib) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Common Stock), or (ivd) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) 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 more than 50% 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 complies with Section 11(n) hereof), or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and 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 such stock dividend, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common 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, at any time after the Distribution Date Separation Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Series A Shares or to make any other distribution to the holders of Preferred Stock Series A Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock its Series A Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Series A 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 Series A Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockSeries A Shares), or (iv) to effect any consolidation or merger into or 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 fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, to any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, 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, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockCommon Shares and/or Series A 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Series A Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Shares and/or Series A Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any share exchange, consolidation or merger into or 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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 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 Shares and/or 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 twenty ten (2010) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty ten (2010) 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 Shares and/or 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 Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or or, other than pursuant to a pro rata dividend and/or distribution to all of the then current holders of Common Stock, 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 transaction or more a series of related transactions, of more than 50% of the assets assets, cash flow or earning power of the Company and its subsidiaries 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, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case at any time or from time to time (i) the Company shall propose, at any time after the Distribution Date (i) to pay declare any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or Common Stock, (ii) to offer the Company shall authorize the granting to the holders of Preferred Common Stock of rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securitiesright, (iii) the Company shall authorize the issuance or sale of any other shares or rights or optionswhich would result in an adjustment to the Number Issuable pursuant to Section 2(a)(i), (ii), 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 there shall be any capital reorganization or reclassification of Common Stock of the Company or consolidation or merger of the Company with or into or withanother Person, or to effect any sale or other transfer (disposition of all 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% substantially all the assets of the assets or earning power of the Company and its subsidiaries (taken as a whole) to, any other PersonCompany, or (v) to effect the liquidationthere shall be a voluntary or involuntary dissolution, dissolution liquidation or winding up of the Company, then, in each any one or more of such case, cases the Company shall give to each holder of a Rights Certificate, mail to the extent feasible and Holder at such Holder's address as it appears on the transfer books of the Company, as promptly as practicable but in accordance with any event at least 10 days prior to the date on which the transactions contemplated in Section 26 hereof2(a)(i), (ii), or (iii), a notice stating (a) the date on which a record is to be taken for the purpose of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of distribution, rights or warrantswarrants or, if a record is not to be taken, the date as of which the holders of record of either Common Stock to be entitled to such dividend, distribution, rights or warrants are to be determined, or (b) the date on which such reclassification, consolidation, merger, sale, transfer, liquidationconveyance, dissolution, liquidation or winding up is expected to take place and become effective. Such notice also shall specify the date as of participation therein by which it is expected that the holders of record of the Common Stock shall be entitled to exchange the Common Stock for shares of Preferred Stockstock or other securities or property or cash deliverable upon such reorganization, if any such date is to be fixedreclassification, and such notice shall be so given in the case of any action covered by clause (i) consolidation, merger, sale, conveyance, dissolution, liquidation or (ii) above at least twenty (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 twenty (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 Preferred Stock whichever shall be the earlierwinding up.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after 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 cash dividend out of earnings or retained earnings) or dividend); (iib) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or ; (ivd) to effect any consolidation or merger into or with, with any other Person 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, or ; (ve) to effect the liquidation, dissolution or winding up of the Company; or (f) to authorize, 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 to each holder of a Rights CertificateRight, 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, 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 Preferred Stock and/or 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 twenty ten (2010) 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 twenty ten (2010) 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 Preferred Stock Stock, whichever shall be the earlier. In case an event set forth in Section 11(a)(ii) hereof 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, in accordance with Section 26 hereof, a notice of the occurrence of such event, which notice shall specify 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 shall propose, at any time after the Distribution Date Separation Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Series B Shares or to make any other distribution to the holders of Preferred Stock Series B Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock its Series B Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Series B 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 Series B Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockSeries B Shares), or (iv) to effect any consolidation or merger into or 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 fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, to any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, 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, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockCommon Shares and/or Series B 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Series B Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Shares and/or Series B Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date 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 out of earnings or retained earnings) dividend), or (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 withwith any other Person, 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 a series of related 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 PersonPerson or Persons (other than the Company and/or any of its wholly owned Subsidiaries), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise), 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 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, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or 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 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Preferred Stock payable in shares of Preferred Stock or to effect a subdivision, combination or consolidation of the Preferred Stock (by reclassification or otherwise than by payment of dividends in shares of Preferred 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, or winding up is to take place and the date of participation therein by the holders of the 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 twenty (20) 10 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 twenty (20) 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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (ia) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (iib) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) 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 (ivd) to effect any consolidation or merger into or 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Common Stock whichever shall be the earlier. In case of the occurrence of the event set forth in Section 11(a)(ii) of this Agreement, (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 Common 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, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale sale, lease or other transfer (of all or to permit one or more of its subsidiaries to effect any sale or other transfer)substantially all the Company’s assets, in one or more transactions, of more than 50% of the assets cash flow or earning power to any other Person or Persons (other than a wholly owned Subsidiary of the Company and its subsidiaries (taken as in a wholetransaction that complies with Section 11(o) to, any other Personhereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record 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, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock 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 Corporation shall propose, 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 withwith any other Person (other than a Subsidiary of the Corporation in a transaction which does not violate Section 11(n) 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 more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries 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 CompanyCorporation, then, in each such case, the Company Corporation 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 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 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 propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred its Common Stock or to make any other distribution to the holders of Preferred its Common Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings or other than a special cash dividend declared at a time when there is no Acquiring Person out of earnings or retained earnings) , or (iib) to offer to the holders of Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) 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 (ivd) to effect any consolidation or merger into or 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 such stock dividend, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common Stock, whichever shall be the earlier. In case any of the transactions 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, 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 proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the 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, 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights CertificateAgent, 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock 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 (ia) to pay any dividend payable in stock share capital of any class to the holders of Preferred Stock Ordinary Shares or to make any other distribution to the holders of Preferred Stock Ordinary Shares (other than a regular regularly quarterly cash dividend out of the earnings or retained earnings) earnings of the Company), or (iib) to offer to the holders of Preferred Stock Ordinary Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Ordinary Shares 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 (Ordinary Shares other than a reclassification involving only the subdivision of outstanding Preferred Stock)Ordinary Shares, or (ivd) to effect any consolidation or merger into or 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, 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 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 (ia) or (iib) above at least twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Ordinary Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Ordinary Shares whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) of this Rights 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, at any time after the Distribution Date 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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, or (v) to effect the liquidation, dissolution or winding winding-up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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 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, sale, 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 Shares and/or 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after following the Distribution Date (ia) to pay any dividend payable in stock of or any class to the holders of Preferred its Common Stock or to make any other distribution to the holders of Preferred its Common Stock (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings) 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred the Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Common Stock), or (ivd) to effect any consolidation or merger into or 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 that 50% 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, 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 such stock dividend, distribution of rights or warrantsRights, or the date on which such reclassification, consolidation, merger, sale, sales transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common 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, 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 ll(a)(ii).

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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, 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 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 twenty (20) 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 twenty (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 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) a. In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Common Shares or to make any other distribution to the holders of Preferred Stock Common Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to all of the holders of Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional shares Common Shares at less than the current market price of Preferred Stock the Common 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 Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 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 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 Preferred StockCommon 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 twenty (20) days 10 Business Days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) days 10 Business 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 Preferred Stock Common Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale sale, lease or other transfer of all or substantially all the Company’s assets to any other Person or Persons (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% of the assets or earning power a wholly owned Subsidiary of the Company and its subsidiaries (taken as in a wholetransaction that complies with Section 11(o) to, any other Personhereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record 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, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock 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 proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification reclassifi- cation of its the 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, 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall propose, at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock Common Shares or to make any other distribution to the holders of Preferred Stock Common Shares (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings125% of the rate of the last cash dividend theretofore paid) or (iib) to offer to the holders of Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional 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 Common 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, 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% of the assets or earning power of the Company and its subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution or 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 Preferred StockCommon Shares, 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 (ia) or (iib) above above, at least twenty (20) 20 calendar days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Shares, whichever shall be the earlier. In case any Triggering Event shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and 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.

Notice of Certain Events. (a) In case the Company Corporation shall propose, 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, or to effect any sale sale, mortgage or other transfer (or to permit one or more of its subsidiaries Subsidiaries to effect any sale sale, mortgage or other transfer), ) in one or more transactions, of more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than, in each case, the Corporation and/or any of its Subsidiaries in one or more transactions each of which does not violate Section 11(m) hereof), or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed actionaction and file a certificate with the Rights Agent to that effect, which notice and certificate 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 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 Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (iv) to effect any consolidation or merger into or 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% 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, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights CertificateRights, 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, 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 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 twenty (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 twenty (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 Preferred Stock whichever shall be the earlier. The failure to give notice required by this Section 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, at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earningsone hundred twenty-five percent (125%) of the rate of the last regular periodic cash dividend theretofore paid), or (iib) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision or split of the outstanding Preferred shares of Common Stock), or (ivd) to effect any consolidation consolidation, combination or merger into with or withinto, 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% %) of the assets or earning power of the Company and its subsidiaries (subsidiaries, taken as a whole) to, to any other Person, Person or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 hereofof this Agreement, a notice of such proposed action, which shall specify action specifying 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, 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 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 described in clause (ia) or (iib) above in this Section 25 at least twenty ten (2010) days Business Days prior to the record date for determining the holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any other such other action, at least twenty ten (2010) 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 Preferred Stock Common Stock, whichever shall be earlier. Failure to give any such required notice prior to the earlier.Distribution Date shall not affect the validity of any such action. In the case that 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

Notice of Certain Events. (a) In case the Company shall propose, 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 quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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% 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, 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, dividend or distribution or 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 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Shares, 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 case, after the Record Date, the Company or the Spin-Off Entity shall propose, at any time after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Shares or to make any other distribution to the holders of Preferred Stock Shares (other than a regular quarterly periodic cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares 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 (other than the Merger) into or 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 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% 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, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 17 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution or offering of rights rights, options 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 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 twenty (20) 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If after the Record Date the Company shall propose, at any time after the Distribution Date propose (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or earnings of the Company), (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 27 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, 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 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 twenty (20) 10 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 twenty (20) 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 Preferred Stock whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date 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 out of earnings or retained earningsdividend) or (iib) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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 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 Subsidiaries (taken as a whole) to, any other PersonPerson or Persons (other than the Company or any Subsidiary of the Company in one or more transactions that comply with Section 11(e)(ii) hereof), or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 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 propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred its Common Stock or to make any other distribution to the holders of Preferred its Common Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings) or ), (iib) to offer to the holders of Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) 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 (ivd) to effect any consolidation or merger into or 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% 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, 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 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common 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, the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 25, 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 proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any consolidation consolidation, merger or merger share exchange into or 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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, 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, 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, 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 regular cash dividend out at an annual rate not in excess of: (x) 125% of earnings the annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or retained earnings) if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the regular cash dividend paid on the Common Stock during such year, or (iiy) to in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared); or (b) offer to the holders of its Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional 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, or to effect any sale sale, lease, exchange or other transfer or disposition (or to permit one or more of its subsidiaries 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% of the property, assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, ; or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, 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 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock Stock, whichever shall be the earlier. In case any Triggering Event or Business Combination shall occur, then, in any such case, the Company shall as soon as practicable thereafter, but not prior to the Distribution Date, 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. 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.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (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% of the assets or earning power a wholly owned Subsidiary of the Company and its subsidiaries (taken as in a wholetransaction that complies with Section 11(o) to, any other Personhereof), or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to be acquired pursuant to a share exchange, then, in each such case, the Company shall give to each holder of record 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, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock 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. In case the Company, on or after the Distribution Date, shall propose to (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 periodic regular cash dividend out at an annual rate not in excess of: (x) 125% of earnings the annual rate of the cash dividend paid on the Preferred Stock during the immediately preceding fiscal year, or retained earnings) if the Preferred Stock was not outstanding during such preceding fiscal year, then 125% of the annual rate of the regular cash dividend paid on the Common Stock during such year, or (iiy) to in the event that a regular cash dividend was not paid on the Preferred Stock (or Common Stock) during such preceding fiscal year, 5% of the Current Market Value of the Preferred Stock on the date such regular cash dividend was first declared); or (b) offer to the holders of its Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional 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, or to effect any sale sale, lease, exchange or other transfer or disposition (or to permit one or more of its subsidiaries 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% of the property, assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, ; or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 hereof25, a notice of such proposed action, which shall specify the any record date for the purposes of such stock dividend, 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 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock Stock, whichever shall be the earlier. 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. 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.

Notice of Certain Events. (a) In case the Company shall propose, 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 Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 Stock), Shares) or (iv) to effect any consolidation or merger into or 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, or (v) to effect any statutory share exchange with the outstanding Common Stock of the Company being exchanged for stock or other securities of any other corporation or cash or other property, (vi) to effect the liquidation, dissolution or winding up of the CompanyCompany or (vii) 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 than by payment of dividends in 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 and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time on or after the Distribution Date shall propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earningsearnings of the Company) or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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% 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, 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, 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 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 twenty (20) 20 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 twenty (20) 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 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, 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.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale sale, lease or other transfer (or to permit one of 50% or more of its subsidiaries to effect any sale or other transfer)the assets, in one or more transactions, of more than 50% of the assets cash flow or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons (other than a wholly owned 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, then, in each such case, the Company shall give to each holder of record 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, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock 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, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or or, other than pursuant to a pro rata dividend and/or distribution to all of the then current holders of Common Stock, 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 transaction or more a series of related transactions, of more than 50% of the assets assets, cash flow or earning power of the Company and its subsidiaries 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, 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, 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 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock its Common Shares or to make any other distribution to the holders of Preferred Stock its Common Shares (other than a regular quarterly cash dividend out of earnings or retained earningsdividend) or (ii) to offer to the holders of Preferred Stock its Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common 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 Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) 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 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 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, 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 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 Preferred StockCommon 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Shares or to make any other distribution to the holders of Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares Preferred Shares at less than the current market price of the 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, 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 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 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 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 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 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 out of earnings or retained earnings) or 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 shares of Preferred Stock Shares or shares of stock of any class or any other securities, rights or rights, options, or warrants, (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, or to effect any sale sale, disposition or other transfer (or to permit one or more of its subsidiaries Subsidiaries to effect any sale sale, disposition 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to the Rights Agent and 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 rights, options or warrants, or the date on which such reclassification, consolidation, merger, sale, disposition, transfer, liquidation, dissolution, or winding up is to take place and the date of participation therein by the holders of the shares of Common Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case If the Company shall propose, 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 quarterly cash dividend out of earnings or retained earnings) or dividend); (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 withwith any other Person, 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 fifty percent (50%) or more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, to any other Person, or ; (v) to effect the liquidation, dissolution or winding winding-up of the Company; or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares, or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Right Certificate and the Rights CertificateAgent, to the extent feasible and in accordance with Section 26 hereof26, 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 reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, dissolution or winding winding-up is to take place and the date of participation therein by the holders of the shares of Common Shares or Preferred StockShares or both, 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 twenty ten (2010) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) ten 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 Shares or Preferred Stock Shares or both, whichever shall be the earlier.

Notice of Certain Events. (a) In case at any time or from time to time (i) the Company shall propose, at any time after the Distribution Date (i) to pay declare any dividend payable in stock or any other distribution to all holders of any class Common Stock, (ii) the Company shall authorize the granting to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securitiesright, (iii) the Company shall authorize the issuance or sale of any other shares or rights or optionswhich would result in an adjustment to the Number Issuable pursuant to Section 2(a)(i), (ii) 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 there shall be any capital reorganization or reclassification of Common Stock of the Company or consolidation or merger of the Company with or into or withanother Person, or to effect any sale or other transfer (disposition of all 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% of substantially all the assets or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidationthere shall be a voluntary or involuntary dissolution, dissolution liquidation or winding up of the Company, then, in each any one or more of such case, cases the Company shall give to each holder of a Rights Certificate, mail to the extent feasible and Holder at such Holder's address as it appears on the transfer books of the Company, as promptly as practicable but in accordance with any event at least 10 days prior to the date on which the transactions contemplated in Section 26 hereof2(a)(i), (ii) or (iii) a notice stating (a) the date on which a record is to be taken for the purpose of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of distribution, rights or warrantswarrants or, if a record is not to be taken, the date as of which the holders of record of either Common Stock to be entitled to such dividend, distribution, rights or warrants are to be determined or (b) the date on which such reclassification, consolidation, merger, sale, transfer, liquidationconveyance, dissolution, liquidation or winding up is expected to take place and become effective. Such notice also shall specify the date as of participation therein by which it is expected that the holders of record of the Common Stock shall be entitled to exchange the Common Stock for shares of Preferred Stockstock or other securities or property or cash deliverable upon such reorganization, if any such date is to be fixedreclassification, and such notice shall be so given in the case of any action covered by clause (i) consolidation, merger, sale, conveyance, dissolution, liquidation or (ii) above at least twenty (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 twenty (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 Preferred Stock whichever shall be the earlierwinding up.

Notice of Certain Events. 24.1. If the Corporation proposes (a) In case the Company shall 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 dividend out of earnings or retained earnings) or dividend), (iiB) to offer to the holders of its Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (ivD) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Corporation in a transaction which does not violate Section 11.14 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 more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries 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 11.14 hereof), or (vE) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation shall give the Rights Agent and to each holder of a Rights Right Certificate, to the extent feasible and in accordance with Section 26 25 hereof, a notice of such proposed action, which . The notice 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, dissolution or winding up is to take place and the date of participation therein by the holders of the 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 (iA) or (iiB) above at least twenty (20) 20 days prior to before the record date for determining the holders of the shares of Preferred Stock for purposes of such action action, and in the case of any such other action, at least twenty (20) 20 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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings) 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (ivd) to effect any consolidation or merger into or 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, 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 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 twenty (20) 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 twenty (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 Preferred Stock 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, the Company shall as soon as practicable thereafter give to each holder of a Right, in accordance with Section 25, 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 proposeIf, at any time after the Distribution Date Date, the Company proposes (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common 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 (other than a reclassification involving only the subdivision of outstanding Preferred Stock), or (ivii) to effect any consolidation or merger into or 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 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% 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, or (viii) to effect the liquidation, dissolution or winding up of the Company, or (iv) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or reclassification of the Common Shares 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, and the Right Agent, a reasonably detailed notice of such proposed action, which shall specify specifies the record date for the purposes of such stock dividend, distribution or 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 Preferred StockCommon Shares, as applicable, 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 (iiiv) above above, at least twenty (20) 10 calendar days prior to the record date for determining holders of the shares of Preferred Stock Common Shares, as applicable, for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Shares, as applicable, whichever shall be is the earlier.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall propose, at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of shares of Preferred Stock or to make any other distribution to the holders of shares of Preferred Stock (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings) or one hundred and twenty-five percent of the rate of the last periodic cash dividend theretofore paid), (iib) to offer to the holders of shares of Preferred Stock rights rights, options or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (ivd) to effect any consolidation or merger into or 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% fifty percent of the assets or earning power of the Company and its subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 hereof26, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividenddividend or distribution or offering of rights, distribution of 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 Preferred Stock, 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 (ia) or (iib) above above, at least twenty (20) ten calendar days prior to the record date for determining holders of the shares of Preferred Stock for purposes of such action and action, and, in the case of any such other action, at least twenty (20) ten 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 Preferred Stock Stock, whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) or Section 13(a) shall occur, then, in any such case, the Company shall 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 shall specify the event and the consequences of the event to holders of Rights.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after the earlier of the Shares Acquisition Date and 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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), 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 Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each registered holder of a Rights CertificateRight, 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, 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 Shares and/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 twenty (20) 10 days prior to before the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 10 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 Shares and/or the 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 Date, (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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% of the assets assets, cash flow or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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, 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 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 twenty (20) 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 twenty (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 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 Preferred Stock Shares or to make any other distribution to the holders of its Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Rights Certificate, Right Certificate and to the extent feasible and 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or 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 distribution payable in stock shares of beneficial interest of any class to the holders of Preferred Stock Shares or to make any other distribution to the holders of Preferred Stock Shares (other than a regular quarterly cash dividend distribution out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock beneficial interest 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, 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% 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, 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 dividendshare distribution, 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 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 twenty (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 twenty (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 Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the 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, 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company shall give to each holder of a Rights Certificate, Right Certificate (with a copy to the extent feasible and 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 Shares and/or 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Shares and/or 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 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 out of earnings or retained earnings) earnings of the Company at a rate not in excess of 125% of the rate of the last regular quarterly cash dividend theretofore paid), or (ii) to offer to the holders of Preferred Stock Shares options, rights or warrants to subscribe for or to purchase any additional shares 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 the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any merger, consolidation or merger other combination into or 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% of the assets assets, cash flow or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 such stock dividend, 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 Shares and/or 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, 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, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) Common Stock, or (ii) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a Subsidiary of the Company in a transaction that complies with Section 11(o) 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 transaction or more a series of related transactions, of more than 50% 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 the Company and/or any of its Subsidiaries in one or more transactions each of which and all of which comply with Section 11(o) hereof), or (v) to effect the liquidation, dissolution or winding up of the Company, 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, 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 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 (i) or (ii) above at least twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earningsearnings of the Company) or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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% %) 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, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) or 13(a) of this Agreement shall occur, then, in any such case, the Company or the Principal Party, as the case may be, 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) or 13(a) hereof, as the case may be. 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 proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock shares of any class to the holders of Preferred Stock the Ordinary Shares or to make any other distribution to the holders of Preferred Stock the Ordinary Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock the Ordinary Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Ordinary 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 the Ordinary Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockOrdinary Shares), or (iv) to effect any merger, consolidation or merger other combination into or 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 assets, cash flow or earning power of the Company and its subsidiaries 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 Ordinary Shares payable in Ordinary Shares or to effect a subdivision, combination or consolidation of the Ordinary Shares (by reclassification or otherwise than by payment of dividends in Ordinary Shares), 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 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 Preferred StockOrdinary Shares and/or Ordinary 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Ordinary Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Preferred Stock Ordinary Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the earlier of the Distribution Date or the Stock Acquisition Time 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 dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock options, rights or warrants to subscribe for or to purchase any additional 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 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, 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% of the assets assets, cash flow or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 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, 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 Common Stock of the shares of Company or 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 twenty (20) 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 twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock of the shares of Company or Preferred Stock 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, at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earningsearnings of the Company) or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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% %) 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, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) or 13(a) of this Agreement shall occur, then, in any such case, the Company or the Principal Party, as the case may be, 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) or 13(a) hereof, as the case may be.

Notice of Certain Events. (a) In case the Company shall propose, If at any time after subsequent to the Distribution Date Shares Acquisition Date, the Trust shall propose (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 cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Shares or shares of stock beneficial interest 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, 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 Trust and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the CompanyTrust, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company Trust 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings) dividend), or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (ivd) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) 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 more than 50% 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 complies with Section 11(n) hereof), or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and to each holder of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereof27, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, 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 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 twenty (20) 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 twenty (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 Preferred Stock 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 27, 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 all references in the preceding paragraph to Preferred Stock shall be deemed to thereafter refer to Common Stock and/or other securities, as the case may be.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Separation Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Series A Shares or to make any other distribution to the holders of Preferred Stock Series A Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or divi dend), (ii) to offer to the holders of Preferred Stock its Series A Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Series A 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 Series A Shares (other than a reclassification involving only the subdivision of outstanding Preferred Stockoutstand ing Series A Shares), or (iv) to effect any consolidation or merger into or 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 fifty percent (50% %) of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, to any other Person, Person or (v) to effect the liquidation, dissolution or winding up of the Company, 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 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, dissolution or winding up is to take place and the date of participation therein by the holders of the shares of Preferred StockCommon Shares and/or Series A 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Series A Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common Shares and/or Series A Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall ------------------------ propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend paid out of earnings or retained earnings) or funds legally available therefor), (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person, 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% 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 transfer by the Company and/or any of its wholly owned 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, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock whichever shall be the earlier; provided, however, no such notice shall be -------- ------- required pursuant to this Section 24, if any wholly owned 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 wholly owned Subsidiary of the Company.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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, 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% %) 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, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock whichever shall be the earlier. In case any Triggering Event shall occur, then, in any such case, the Company or the Principal Party, as the case may be, 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 Sections 11(a)(ii) or 13(a) hereof, as the case may be. 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, at any time after the earlier of the Distribution Date or the Stock Acquisition Date propose (i) to pay any dividend payable in stock shares of any class to the holders of Preferred Stock its Preference Shares or to make any other distribution to the holders of Preferred Stock its Preference Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock its Preference Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Preference 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 Preference Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockPreference Shares), or (iv) to effect any consolidation or merger into or 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% 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 (v) to declare or pay any dividend on Ordinary Shares payable in Ordinary Shares or to effect a subdivision, combination or consolidation of the Ordinary Shares (by reclassification or otherwise than by payment of dividends in Ordinary Shares), 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 dividenddividend of shares, 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 Preferred StockOrdinary Shares and/or Preference 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Preference Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Ordinary Shares and/or Preference Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings) 125% of the rate of the last cash dividend theretofore paid), or (iib) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Common Stock), or (ivd) to effect any consolidation or merger into or 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 hereof25, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common Stock, whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) or Section 13(a) 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, in accordance with Section 25, 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) or Section 13(a), as the case may be.

Notice of Certain Events. (a) In case at any time or from time to time 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 Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings its Common Stock, or retained earnings) or (ii) to shall offer for subscription pro rata to the holders of Preferred its Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securities, rights or optionsright, or (iii) to effect there shall be any capital reorganization or reclassification of its Preferred the Common Stock (other than a reclassification involving only of the subdivision Company or merger of outstanding Preferred Stock)the Company with or into another corporation, or (iv) to effect any consolidation or merger into or with, or to effect any sale or other transfer (or conveyance to permit one or more of its subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% another corporation of the assets or earning power property of the Company and its subsidiaries (taken as a whole) to, any other Personan entirety or substantially as an entirety, or (v) to effect there shall be contemplated or proposed by the liquidationCompany or its Board of Directors, dissolution or there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company, then, in each such case, any one or more of said cases the Company shall give at least twenty days prior written notice (five days after the date of mailing of such notice shall be deemed to each holder be the time of a Rights Certificate, giving thereof) to the extent feasible and in accordance with Section 26 hereof, registered Holder of the Note at the address(es) as shown on the books of the Company as of the date on which (i) the books of the Company shall close or a notice of such proposed action, which record shall specify the record date be taken for the purposes of such stock dividend, distribution of or subscription rights or warrants(ii) such reorganization, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidationsale or conveyance, dissolution, liquidation or winding up is to shall take place and place, as the case may be. Such notice shall also specify the date as of participation therein by which the holders of the shares Common Stock of Preferred Stockrecord shall participate in said dividend, if any such date is to be fixed, and such notice distribution or subscription rights or shall be so given entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, merger, sale or conveyance or participate in such dissolution, liquidation or winding up, as the case may be, or the latest date on which the Holder of any action covered by clause (i) or (ii) above at least twenty (20) days prior the Note may elect to convert this Note into Common Stock pursuant to the record date for determining holders provisions of the shares of Preferred Stock for purposes of such action and in the case of any such other action, at least twenty (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 Preferred Stock whichever shall be the earlierthis Section 2.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Common Shares or to make any other distribution to the holders of Preferred Stock Common Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock Common 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 Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), or (iv) to effect any consolidation or merger into or withwith (other than a merger of a Subsidiary into or with the Company), to effect any share exchange 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, or (v) to effect the liquidation, dissolution or winding up of the Company, 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, 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 Preferred Stock, Common 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Comon Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date propose to (i) to pay any dividend or bonus issue 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 cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 issued and outstanding Preferred StockShares), or (iv) to effect any consolidation consolidation, amalgamation or merger into or 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) declare or pay any dividend or bonus issue on the Common Shares payable in Common Shares or effect a subdivision or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends or bonus issues in Common Shares), 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 share dividend, bonus issue 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeCompany, at any time after the Distribution Date Date, shall propose (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings) 130% of the rate of the last cash dividend theretofore paid), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith 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 Subsidiaries to effect any sale or other transfer), in one or more a series of related transactions, of more than 50% of the assets assets, cash flow or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Right and to the Rights CertificateAgent, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, propose at any time after following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings) dividend), or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (ivd) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) 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 more than 50% 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 complies with Section 11(n) hereof), or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and 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 such stock dividend, 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 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 twenty (20) 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 twenty (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 Preferred Stock 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) and all references in the preceding paragraph to Preferred Stock shall be deemed to thereafter refer to Class A Common Stock and/or other securities, as the case may be.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the Preferred Stock Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any share exchange, consolidation or merger into or withwith 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 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, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 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 the Company and/or 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Common Shares of the Company and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the 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, 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, or (v) to effect the liquidation, dissolution or winding up of the CompanyCompany or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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, 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeCompany, at any time after following the Distribution Date Date, shall propose (i) to pay any dividend payable in stock of any class or series to the holders of Preferred Company Common Stock or to make any other distribution to the holders of Preferred Company Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Company Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Company 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 Company Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Company Common Stock), or (iv) to effect any consolidation or merger into or 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 PersonPerson (other than the Company 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, 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 actionaction to the extent feasible, 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 Preferred Stock, Company 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Company Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Company Common 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, at any time after the Distribution Date (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 Preferred Stock), or (iv) to effect any consolidation or merger into or 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% 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, then, in each such case, the Company shall give to the Rights Agent and 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, 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 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 twenty (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 twenty (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 Preferred Stock whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, 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 Junior Preferred Stock or to make any other distribution to the holders of its Junior Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Junior Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Junior Preferred Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect any reclassification of its Junior Preferred Stock (other than a reclassification involving only the subdivision or combination of outstanding Junior Preferred Stock), or (iv) to effect any consolidation or merger into or 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% 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 (v) to declare or pay any dividend on the shares of any class or series of Ordinary Shares payable in the shares of any class or series of Ordinary Shares or to effect a subdivision, combination or consolidation of the shares of any class or series of Ordinary Shares (by reclassification or otherwise than by payment of dividends in Ordinary Shares), then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible feasible, 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 or offering of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, transfer, liquidation, dissolution, reclassification, subdivision, combination, consolidation or winding up is to take place and the date of participation therein by the holders of the shares of Ordinary Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Junior Preferred Stock for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Ordinary Shares and/or Junior Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeshall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the 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, 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, or (v) to effect the liquidation, dissolution or winding up of the Company, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), 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 45 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 Shares and/or 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Shares and/or 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 Date, (i) to pay any dividend payable in capital stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 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, 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, 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, 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 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock Stock, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iii) to effect affect 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, 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 transaction or more series of related transactions, of more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of a Rights Certificate, to the extent feasible 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, 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 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 (i) or (ii) above at least twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common Stock, whichever shall be the earlier. (b) In case any of the events set forth in Section 11(a)(ii) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to each holder of a Rights Certificate, to the extent feasible, 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. Section 25.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly periodic cash dividend paid out of earnings or retained earnings) or funds legally available therefor), (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person, 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 fifty (50% %) 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 transfer by the Company and/or any of its wholly owned 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, 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, 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 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 twenty (20) 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 twenty (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 Preferred Stock whichever shall be the earlier; provided, however, no such notice shall be required pursuant to this Section 24, if any wholly owned 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 wholly owned Subsidiary of the Company.

Notice of Certain Events. (a1) In case the Company shall propose, at any time after the Distribution Date (iDate, 7(i) to pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) earnings of the Company), or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 withwith any other Person (other than a wholly owned Subsidiary of the Company in a transaction that complies with Section 11(o) hereof), or to effect any sale sale, lease or other transfer of all or substantially all the Company's assets to any other Person or Persons (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% of the assets or earning power a wholly owned Subsidiary of the Company and its subsidiaries (taken as in a wholetransaction that complies with Section 11(o) to, any other Personhereof), or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record 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, distribution of rights or warrants, or the date on which such reclassification, consolidation, merger, sale, lease, transfer, liquidation, dissolution, dissolution or winding up is to take place and the date of participation therein by the holders of the 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock 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, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock securities of the Company of any class to the holders of its shares of Preferred Stock or to make any other distribution to the holders of shares of Preferred Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings) dividend), or (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 shares of Preferred Stock or securities convertible into shares of stock of any class or any other securities, rights or optionsPreferred Stock, 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 withwith any other Person, 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 transaction or more a series of related transactions, of more than 50% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, to any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, (i) the Company shall give to each holder of a Rights CertificateRight, to the extent feasible and in accordance with Section 26 hereofSECTION 26, a notice of such proposed action, which notice shall specify the record date for proposed event and the purposes consequences of the event to the holders of Rights under SECTION 11(a), SECTION 12 or SECTION 14 hereof, as the case may be, and, upon consummating such stock dividendtransaction, distribution shall similarly give notice thereof to each holder of rights Rights and (ii) all references in the preceding paragraph (a) to Preferred Stock shall be deemed thereafter referred to Common Stock or other securities, as appropriate 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 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 (i), (ii) or (iiv) above at least twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Stock, whichever shall be the earlier. The failure to give notice required by this SECTION 26 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, at any time after the Distribution Date 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 Preferred Stock Shares (other than a regular quarterly periodic cash dividend out of earnings or retained earningsearnings of the Corporation) or (iib) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (ve) to effect the liquidation, dissolution or winding up of the CompanyCorporation, then, in each such case, the Company Corporation 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, 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 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Shares, whichever shall be the earlier. In case any Section 11(a)(ii) Event shall occur, then, in any such case, (i) the Corporation shall as soon as practicable thereafter give to each holder of a Right 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 Shares shall be deemed thereafter to refer to Common Shares and/or, if appropriate, other securities.

Notice of Certain Events. (a) In case the Company shall proposeCorporation shall, at any time after the Distribution Date 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 out of earnings or retained earnings) or dividend), (ii) to offer to the holders of its Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 or combination of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Corporation in a transaction which does not violate Section 11(n) 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 more than 50% or more of the assets or earning power of the Company Corporation and its subsidiaries 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 CompanyCorporation, then, in each such case, the Company Corporation shall give to each holder of a Rights Certificate, Right Certificate (with prompt written notice thereof to the extent feasible and Rights Agent), 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 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 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Shares, 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 the Company shall propose, propose at any time after following the Distribution Date (ia) to pay any dividend payable in stock of any class to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Common Stock (other than a regular quarterly periodic cash dividend out of earnings or retained earnings) dividend), or (iib) to offer to the holders of Preferred Common Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Common Stock or shares of stock of any class or any other securities, rights or options, or (iiic) to effect any reclassification of its Preferred Common Stock (other than a reclassification involving only the subdivision of outstanding Preferred Common Stock), or (ivd) to effect any consolidation or merger into or withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(n) 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 more than 50% 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 the Company and/or any of its Subsidiaries in one or more transactions each of which complies with Section 11(n) hereof), or (ve) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to the Rights Agent and 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 such stock dividend, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Common Stock for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Common 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)(iii) and all references in the preceding paragraph to Common Stock shall be deemed to thereafter refer to other securities.

Notice of Certain Events. (a) In case case, after the Distribution Date, the Company shall propose, at any time after the Distribution Date propose (ia) to pay any dividend payable in stock of any class to the holders of Preferred Stock Common Shares or to make any other distribution to the holders of Preferred Stock Common Shares (other than a regular quarterly periodic cash dividend out at a rate not in excess of earnings or retained earnings125% of the rate of the last cash dividend theretofore paid) or (iib) to offer to the holders of Preferred Stock rights Common Shares rights, options or warrants to subscribe for or to purchase any additional 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 Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), or (ivd) to effect any consolidation or merger into or withmerger, 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% of the assets or earning warning power of the Company and its subsidiaries (Subsidiaries, taken as a whole) to, to any other PersonPerson or Persons, or (ve) to effect the liquidation, dissolution or winding up of the Company, 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 25 hereof, a notice of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution or 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 Preferred StockCommon Shares, 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 (ia) or (iib) above above, at least twenty (20) 20 calendar days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action and action, and, in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Shares, whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) or Section 11(d) hereof shall occur, then, in any such case, the Company shall as soon as practicable thereafter give to the Rights Agent and 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.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date propose (ia) to ------------------------ pay any dividend payable in stock of any class to the holders of Preferred Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earningsearnings of the Company) or (iib) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional 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 reclassi- fication involving only the subdivision of outstanding shares of Preferred Stock), or (ivd) to effect any consolidation or merger into or 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% 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, 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, 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 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 twenty (20) 20 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 twenty (20) 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 Preferred Stock whichever shall be the earlier. In case any of the events set forth in Section 11(a)(ii) or 13(a) of this Agreement shall occur, then, in any such case, the Company or the Principal Party, as the case may be, 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) or 13(a) hereof, as the case may be.

Notice of Certain Events. (a) In case the Company shall proposeCompany, at any time after following the Distribution Date Date, shall propose (i) to pay any dividend payable in stock of any class or series to the holders of Preferred Stock Common Shares or to make any other distribution to the holders of Preferred Stock Common Shares (other than a regular quarterly cash dividend out of earnings or retained earningsdividend) or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), (ii) to offer to the holders of Preferred Stock Common Shares rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class Common Shares or any other securities, rights or options, or (iii) to effect any reclassification of its Preferred Stock Common Shares (other than a reclassification involving only the subdivision of outstanding Preferred StockCommon Shares), or (iv) to effect any consolidation or merger into or 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 PersonPerson (other than the Company 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, 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 actionaction to the extent feasible, 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 Preferred Stock, Common 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 twenty (20) 10 days prior to the record date for determining holders of the shares of Preferred Stock Common Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Preferred Stock Common Shares, 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. (b) In case any of the events set forth in Section 11(a)(ii) (except for an event described in the second paragraph of that Section) 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 the second paragraph of Section 11(a)(ii) hereof.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (ia) to pay any dividend payable in stock of any class or series to the holders of Preferred Stock Shares or to make any other distribution to the holders of Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earningsdividend) or (iib) to offer to the holders of Preferred Stock Shares Table of Contents rights or warrants to subscribe for or to purchase any additional shares of 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 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 withwith any other Person (other than a Subsidiary of the Company in a transaction which complies with Section 11(o) hereof), or to effect a statutory share exchange with any 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 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 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, 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 Shares and/or 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 twenty (20) 20 days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (20) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case the Company shall proposeCorporation shall, at any time after the Distribution Date Date, propose (i) to pay any dividend payable in stock of any class to the holders of the Preferred Stock Shares or to make any other distribution to the holders of the Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of the Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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 the 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, or to effect any sale or other transfer (or to permit one (1) or more of its subsidiaries Subsidiaries to effect any sale or other transfer), in one or more transactions, of fifty percent (50%) or more than 50% of the assets or earning power of the Company Corporation and its subsidiaries Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidation, dissolution or winding up of the CompanyCorporation, or (vi) to declare or pay any dividend on the Common Shares payable in Common Shares or to effect a subdivision, combination or consolidation of the Common Shares (by reclassification or otherwise than by payment of dividends in Common Shares), then, in each such case, the Company Corporation shall give to each holder of a Rights Right Certificate, to the extent feasible and 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, 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 Shares and/or 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 twenty ten (2010) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action and action, and, in the case of any such other action, at least twenty ten (2010) 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 Shares and/or Preferred Stock Shares, whichever shall be the earlier.

Notice of Certain Events. (a) In case at any time or from time to time (i) the Company shall propose, at any time after the Distribution Date (i) to pay declare any dividend payable in stock or any other distribution to all holders of any class Common Stock, (ii) the Company shall authorize the granting to the holders of Preferred Common Stock or to make any other distribution to the holders of Preferred Stock (other than a regular quarterly cash dividend out of earnings or retained earnings) or (ii) to offer to the holders of Preferred Stock rights or warrants to subscribe for or to purchase any additional shares of Preferred Stock or shares of stock of any class or any other securitiesright, (iii) the Company shall authorize the issuance or sale of any other shares or rights or optionswhich would result in an adjustment to the Number Issuable pursuant to Section 2(a)(i), (ii) 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 there shall be any capital reorganization or reclassification of Common Stock of the Company or consolidation or merger of the Company with or into or withanother Person, or to effect any sale or other transfer (disposition of all 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% of substantially all the assets or earning power of the Company and its subsidiaries (taken as a whole) to, any other Person, or (v) to effect the liquidationthere shall be a voluntary or involuntary dissolution, dissolution liquidation or winding up of the Company, then, in each any one or more of such case, cases the Company shall give to each holder of a Rights Certificate, mail to the extent feasible and Holder at such Holder’s address as it appears on the transfer books of the Company, as promptly as practicable but in accordance with any event at least 10 days prior to the date on which the transactions contemplated in Section 26 hereof2(a)(i), (ii) or (iii) a notice stating (a) the date on which a record is to be taken for the purpose of such proposed action, which shall specify the record date for the purposes of such stock dividend, distribution of distribution, rights or warrantswarrants or, if a record is not to be taken, the date as of which the holders of record of either Common Stock to be entitled to such dividend, distribution, rights or warrants are to be determined or (b) the date on which such reclassification, consolidation, merger, sale, transfer, liquidationconveyance, dissolution, liquidation or winding up is expected to take place and become effective. Such notice also shall specify the date as of participation therein by which it is expected that the holders of record of the Common Stock shall be entitled to exchange the Common Stock for shares of Preferred Stockstock or other securities or property or cash deliverable upon such reorganization, if any such date is to be fixedreclassification, and such notice shall be so given in the case of any action covered by clause (i) consolidation, merger, sale, conveyance, dissolution, liquidation or (ii) above at least twenty (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 twenty (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 Preferred Stock whichever shall be the earlierwinding up.

Notice of Certain Events. (a) In case the Company shall propose, at any time after the Distribution Date Date, (i) to pay any dividend payable in stock of any class to the holders of Preferred Stock Shares or to make any other distribution to the holders of Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earnings) or dividend), (ii) to offer to the holders of Preferred Stock rights Shares rights, options or warrants to subscribe for or to purchase any additional shares Preferred Shares at less than the current market price of the 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 BACK involving only the subdivision of outstanding Preferred StockShares), or (iv) to effect any consolidation or merger into or 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% of the assets or earning power of the Company and its subsidiaries Subsidiaries (taken as a whole) to, any other PersonPerson or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, 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 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 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 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 propose (ia) to pay any dividend payable in stock of any class to the any holders of Preferred Stock Shares or to make any other distribution to the any holders of Preferred Stock Shares (other than a regular quarterly cash dividend out of earnings or retained earningsearnings of the Company) or (iib) to offer to the any holders of Preferred Stock Shares rights or warrants to subscribe for or to purchase any additional shares 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, 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% %) 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, 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, 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 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 twenty (20) days prior to the record date for determining holders of the shares of Preferred Stock Shares for purposes of such action action, and in the case of any such other action, at least twenty (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 Preferred Stock Shares, whichever shall be the earlier. In case any Triggering Event shall occur, then, in any such case, the Company or the Principal Party, as the case may be, shall as soon as practicable thereafter give to each holder of a Rights Certificate, in accordance with Section 26, a notice of the occurrence of such Triggering Event, which shall specify the Triggering Event and the consequences of the Triggering Event to holders of Rights under Section 11(a)(ii) or 13(a), as the case may be. 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.