Common use of Cash in Lieu of Fractional Preferred Shares Clause in Contracts

Cash in Lieu of Fractional Preferred Shares. The Company will not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by the Company; provided, however, that such agreement must provide that the holders of such depositary receipts have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may pay to the registered holders of Rights Certificates at the time that such Rights are exercised or exchanged as provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated as of the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, provided that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will ------------------------------------------- shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts depository receipts, pursuant to an appropriate agreement between the Company and a depositary depository selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary depository receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 11.4.2) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one onetwo-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence which represent fractional Preferred Shares (other than fractions that which are integral multiples of one onetwo-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one onetwo-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced represented by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one onetwo-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a one Preferred Share, calculated Share (as of determined in accordance with Section 11.4) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a share of Preferred ShareShares) upon exercise or exchange of the Rights or to distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a share of Preferred ShareShares). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a share of Preferred Share Shares may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by the Company; provided, however, that Company but only if such agreement must provide provides that the holders of such depositary receipts have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a share of Preferred ShareShares, the Company may pay to the registered holders of Rights Certificates at the time that such Rights are exercised or exchanged as provided herein in this Agreement an amount in cash equal to the same fraction of the current market value of one one-thousandth of a share of Preferred ShareShares. For purposes of this Section 14(b), the current market value of one one-thousandth of a share of Preferred Share Shares will be one one-thousandth of the Current Per Share Market Price of a share of Preferred ShareShares, calculated as of the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by the Company; provided, however, that such agreement must provide that the holders of such depositary receipts have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may pay to the registered holders of Rights Certificates at the time that such Rights are exercised or exchanged as provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth hundredth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth hundredth of a Preferred Share will be one one-thousandth hundredth of the Current Per Share Market Price of a Preferred Share, calculated as of the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts depository receipts, pursuant to an appropriate agreement between the Company and a depositary depository selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary depository receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence which represent fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced represented by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth of a share of Preferred ShareStock) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional shares of Preferred Shares Stock (other than fractions that which are integral multiples of one one-thousandth of a share of Preferred ShareStock). Interests in fractions of Preferred Shares Stock in integral multiples of one one-thousandth of a share of Preferred Share Stock may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares Stock represented by such depositary receipts. In lieu of fractional shares of Preferred Shares Stock that are not integral multiples of one one-thousandth of a share of Preferred ShareStock, the Company may pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged for shares of Preferred Stock as herein provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth share of a Preferred ShareStock. For purposes of this Section 14(b), the current market value of one one-thousandth a share of Preferred Stock shall be the closing price of a share of Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated Stock (as of determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of such exercise or exchangeexercise.

Cash in Lieu of Fractional Preferred Shares. The Company will shall ------------------------------------------- not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will ------------------------------------------- shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts depository receipts, pursuant to an appropriate agreement between the Company and a depositary depository selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary depository receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred 4832-9196-6153v.2 Share) upon exercise or exchange of the Rights or to distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by the Company; provided, however, that such agreement must provide that the holders of such depositary receipts have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may pay to the registered holders of Rights Certificates at the time that such Rights are exercised or exchanged as provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated as of the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-one- thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, provided that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated as of the Trading Day immediately prior to the date of such exercise or exchange.(as

Cash in Lieu of Fractional Preferred Shares. The Company will not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth thousandths of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth one- thousandths of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by the Company; provided, however, that such agreement must provide that the holders of such depositary receipts have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may pay to the registered holders of Rights Certificates at the time that such Rights are exercised or exchanged as provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated as of the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence which represent fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced represented by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a one Preferred Share, calculated Share (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one oneten-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one oneten-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one oneten-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one oneten-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, PROVIDED that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence which represent fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced represented by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence which represent fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced represented by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a one Preferred Share, calculated as of Share for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-one- thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts pursuant to an appropriate agreement between the Company and a depositary selected by the Company; provided, however, that such agreement must provide that the holders of such depositary receipts have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may pay to the registered holders of Rights Certificates at the time that such Rights are exercised or exchanged as provided herein an amount in cash equal to the same fraction of the current market value of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated as of the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth one- hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, however, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that evidence which represent fractional Preferred Shares (other than fractions that which are integral multiples of one one-ten-thousandth of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

Cash in Lieu of Fractional Preferred Shares. The Company will shall ------------------------------------------- not be required to issue fractions of Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share) upon exercise or exchange of the Rights or to distribute certificates that which evidence fractional Preferred Shares (other than fractions that which are integral multiples of one one-thousandth hundredth of a Preferred Share). Interests in fractions Fractions of Preferred Shares in integral multiples of one one-thousandth hundredth of a Preferred Share may, at the election of the Company, be evidenced by depositary receipts receipts, pursuant to an appropriate agreement between the Company and a depositary selected by the Companyit; provided, howeverPROVIDED, that such agreement must shall provide that the holders of such depositary receipts shall have all of the rights, privileges and preferences to which they are entitled as Beneficial Owners beneficial owners of the Preferred Shares represented by such depositary receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth hundredth of a Preferred Share, the Company may shall pay to the registered holders of Rights Right Certificates at the time that such Rights are exercised or exchanged as herein provided herein an amount in cash equal to the same fraction of the current per share market value price of one one-thousandth of a Preferred Share. For purposes of this Section 14(b), the current market value of one one-thousandth of a Preferred Share will be one one-thousandth of the Current Per Share Market Price of a Preferred Share, calculated (as of determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.