Common use of Exchange Clause in Contracts

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to exchange any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionSection 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to Section 3(A) of the terms thereofCertificate of Designations attached hereto as EXHIBIT A, so that each common stock the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Ordinary Shares at an exchange ratio of one share of Common Stock equal to the effective Exercise Ratio per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio")number of Rights. Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit or stock ownership plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Ordinary Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Ordinary Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Ordinary Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Ordinary Shares for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Ordinary Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Ordinary Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Ordinary Shares or to distribute certificates or make any entries in the book-entry account system of the transfer agent which evidence fractional Ordinary Shares. In lieu of such fractional Ordinary Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Ordinary Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Ordinary Share. For the purposes of this paragraph (d), the current market value of a whole Ordinary Share shall be the closing price of a Ordinary Share for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionRedemption Deadline, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d11(a)(ii)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange by first class mail to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of Section 7(d11(a)(ii)) held by each holder of Rights. (c) In To the extent permitted by applicable law and any exchange pursuant material agreements then in effect to this Section 24which the Company is a party, the Company, Company may (at its option, may substitute common stock equivalents ) and shall (as defined in Section 11(a)(iii)) for if there are not sufficient shares of Common Stock exchangeable for Rights, at issued but not outstanding or authorized but unissued and unreserved to permit the initial rate exchange in full of one common stock equivalent the Rights in accordance with Section 24(a)) substitute for each share of Common StockStock that is issuable upon the exchange of Rights in accordance with Section 24(a), as appropriately adjusted to reflect adjustments in dividendbut that is not so issued, liquidation and voting rights an amount of common stock equivalents pursuant cash, a number of Common Stock Equivalents, debt securities of the Company or other assets, or any combination of the foregoing, having an aggregate value that is equal to the terms thereof, so that each common stock equivalent delivered in lieu of each current market price per share of Common Stock shall have essentially on the same dividenddate of such exchange, liquidation and voting rights as one share where such aggregate value has been determined by the Board upon the advice of Common Stocka nationally recognized investment banking firm selected in good faith by the Board.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority authorize and direct the exchange of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio (the "Exchange Ratio") of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio")hereof. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents (equivalents, as such term is defined in Section 11(a)(iii)) hereof) for shares of Common Stock Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or common stock equivalent equivalents) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of incorporation and not outstanding or subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common StockShares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this paragraph (e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section subsection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined pursuant to the second sentence of Section 1(k) hereof). (e) The Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares by majority vote of Common Stock exchangeable for Rightsthe Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the initial rate then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one common stock equivalent for each share or more nationally recognized investment banking firms. (f) Immediately upon the action of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the Board of common stock equivalents Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this Section 24 and without any further action and without any notice, the terms thereofright to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange; provided, so however, that each common stock equivalent delivered the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At 24.1 The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionStock Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include excludes Rights that have become void pursuant to Section 7(d)11.1.2) for shares of Common Stock Shares at an exchange ratio of one share Common Share per one one-thousandths of Common Stock per a Preferred Share represented by a Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13.1, any rights that theretofore have not been exchanged pursuant to this Section 24 shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24. The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) 24.2 Immediately upon effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a) 24.1, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11.1.2) held by each holder of Rights. (c) 24.3 In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Preferred Shares or Common Stock Equivalents for Common Shares exchangeable for Rights, at the initial rate of one common stock equivalent one-thousandth of a Preferred Share (or an appropriate number of Common Stock Equivalents) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. 24.4 If there shall not be sufficient Common Shares, Preferred Shares or Common Stock Equivalents authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares, Preferred Shares or Common Stock Equivalents for issuance upon exchange of the Rights. 24.5 The Company shall not be required to issue fractions of Common StockShares or to distribute certificates which evidence fractional Common Shares. In lieu of issuing fractional Common Shares, the Company may instead pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this Section 24.5, the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11.4.1) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. 24.6 Notwithstanding anything in this Section 24 to the contrary, the exchange of the Rights may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. Without limiting the preceding sentence, the Board of Directors may (i) in lieu of issuing Common Shares or any other securities contemplated by this Section 24 to the Persons entitled thereto in connection with the exchange (such Persons, the “Exchange Recipients,” and such shares and other securities, together with any dividends or distributions made on such shares or other securities, the “Exchange Property”) issue, transfer or deposit the Exchange Property to or into a trust or other entity that may hold such Exchange Property for the benefit of the Exchange Recipients (provided that such trust or other entity may not be controlled by the Company or any of its Affiliates or Associates and provided further that the trustee or similar fiduciary of the trust or other entity will attempt to distribute the Exchange Property to the Exchange Recipients as promptly as practicable), (ii) permit such trust or other entity to exercise all of the rights that a stockholder of record would possess with respect to any shares deposited in such trust or entity and (iii) impose such procedures as are necessary to verify that the Exchange Recipients are not Acquiring Persons or Affiliates or Associates of Acquiring Persons as of any time periods established by the Board of Directors or such trust or entity. In the event the Board of Directors determines, before the Distribution Date, to effect an exchange, such Board may delay the occurrence of the Distribution Date to such time as such Board deems advisable; provided that the Distribution Date must occur no later than twenty days after the Stock Acquisition Date.

Exchange. (a) At The Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company (upon the approval of a majority of the Continuing Directors electing to Directors) ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d11(a)(ii)) for shares Common Shares of Common Stock the Company at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Rights Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to Section 24(a27(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any 34 - RIGHTS AGREEMENT defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d11(a)(ii)) held by each holder of Rights. (c) In any exchange pursuant to this Section 2427, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) preferred shares or other securities for shares some or all of the Common Stock Shares exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents pursuant to the terms thereofsecurities, so that each common stock equivalent the fraction of a security delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. (d) In the event that there shall not be sufficient Common Shares or preferred shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 27, the Company shall take all such action as may be necessary to authorize additional Common StockShares or preferred shares for issuance upon exchange of the Rights.

Exchange. (a) At The Company may, at its option, by action of a majority of the Board of Directors, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d7(e)) for shares of Common Stock at an exchange ratio of Stock, each Right being exchangeable for one share of Common Stock per RightStock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(i) occurring after the date hereof (such number of shares of Common Stock issuable in exchange ratio for one Right being hereinafter referred to herein as the "Exchange RatioShares"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of a majority of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Company shall promptly thereafter give public notice of any such exchange exchange, with prompt notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (or shares of Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-hundredth of a share of Preferred Stock (or share of Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Preferred Stock or Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in dividendaccordance with this Section 24, liquidation and voting rights the Company shall take all such action as may be necessary to authorize additional shares of common stock equivalents pursuant Preferred Stock or Common Stock for issuance upon exchange of the Rights or shall take such other action specified in Section 11(a)(iii). (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the terms thereofregistered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, so that each common stock equivalent delivered an amount in lieu cash equal to the same fraction of each the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (as determined pursuant to the second and third sentences of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock of the Company then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in dividendaccordance with this Section 24, liquidation and voting rights the Company shall take all such action as may be necessary to authorize additional shares of common stock equivalents pursuant Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or, in the case of certificated shares, to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the terms thereofregistered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, so that each common stock equivalent delivered an amount in lieu cash equal to the same fraction of each the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or of any Subsidiary of its Subsidiaries the Company, or any Person organized, appointed entity or established by the Company or any of its Subsidiaries trustee holding Common Shares for or pursuant to the terms of any such planplan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority The Board of Directors of the Continuing Directors Company may, at their its option, at any time and from time to time on or after a Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Preferred Stock at an exchange ratio of one one-thousandth of a share of Common Preferred Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a23(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Preferred Stock equal to the number of such Rights held by such holder holders multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly thereafter give notice of any such exchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to be exchanged in all such holders at each holder's last address as it appears upon the manner set forth in Section 26registry books of the Rights Agent; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At any time on or after any Person becomes an Acquiring Persona Stock Acquisition Date, a majority of the Continuing Directors may, at their option, exchange with respect to all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d6(e) or which are not exercisable pursuant to Section 12)) , the Board may, at its option, exchange for shares each Right one one-millionth of Common Stock at an exchange ratio of one a share of Common Stock per RightPreferred Stock, appropriately adjusted subject to reflect any stock split, stock dividend or similar transaction occurring after the date hereof adjustment pursuant to Section 9(a)(i) (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding The exchange of the foregoing, Rights by the Board of Directors shall not may be empowered to effect made effective at such exchange at any time after any Person (other than time, on such basis and with such conditions as the Company, any of Board in its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstandingsole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Directors electing Board to exchange any Rights pursuant to Section 24(a20(a) (or at such later time as the Board may establish) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of fractional shares of Common Preferred Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 2622; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Rights for fractional shares of Common Preferred Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)6(e) or which are not exercisable pursuant to Section 12) held by each holder of Rights. (c) In lieu of exchanging all or any exchange pursuant to this part of the then outstanding and exercisable Rights for fractional shares of Preferred Stock in accordance with Section 2420(a), the CompanyBoard may, at its option, may substitute common stock equivalents exchange any such Rights (as defined in which shall not include Rights that have become void pursuant to Section 11(a)(iii)6(e) or which are not exercisable pursuant to Section 12) for shares of Common Stock exchangeable for Rights, at the initial rate an exchange ratio of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock per Right, as may be adjusted pursuant to Section 9(a)(i). (d) Prior to effecting an exchange pursuant to this Section 20, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors shall have essentially then approve (the same dividend“Trust Agreement”). If the Board so directs, liquidation the Company shall enter into the Trust Agreement and voting rights as one share shall issue to the trust created by such agreement (the “Trust”) all of the fractional shares of Preferred Stock, or shares of Common StockStock or other securities, if any, issuable pursuant to the exchange, and all Persons entitled to receive shares or other securities pursuant to the exchange shall be entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty per cent (50% %) or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-hundredth (1/100th) of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At any time after any Person becomes an Acquiring PersonThe Company, upon resolution of a majority of the Continuing Directors Board of Directors, may, at their its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)7(e) hereof) for Units of Preferred Stock or shares of Company Common Stock (at the election of the Board of Directors) at an exchange ratio of one Unit of Preferred Stock or one share of Company Common Stock Stock, as the case may be, per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Company Common Stock aggregating 50% or more of the shares of Company Common Stock then outstanding. From and after the occurrence of a Section 13(a) Event, any Rights that theretofore have not been exchanged pursuant to this Section 34(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 34(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section 24(a) 34(a), and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Units of Preferred Stock or shares of Company Common Stock Stock, as the case may be, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give mail a notice of any such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights to be exchanged in the manner set forth in Section 26Agent; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Units of Preferred Stock or shares of Company Common Stock Stock, as the case may be, for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that the number of shares of Preferred Stock or Company Common Stock, as the case may be, which are authorized by the Company’s Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 34, the Company, at the election of a majority of the Board of Directors, shall take all such action as may be necessary to authorize additional shares of Preferred Stock or Company Common Stock, as the case may be, for issuance upon exchange of the Rights or shall make adequate provision to substitute, in whole or in part, (1) cash, (2) other equity securities of the Company, (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing, having an aggregate value for each Right to be exchanged equal to the per share market price of one Unit of Preferred Stock or share of Company Common Stock, as the case may be (determined pursuant to Section 11(d) hereof) as of the date of a Section 11(a)(ii) Event, where such aggregate value has been determined by a majority of the Board of Directors. To the extent that the Company determines that action must be taken pursuant to the foregoing clauses of this Section 34(c), the Board of Directors may suspend the exercisability of the Rights for a period of up to sixty days following the date on which the event described in Section 34(a) shall have occurred, in order to seek any authorization of additional shares of Company Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. (d) The Company shall not be required to issue fractions of Units of Preferred Stock or fractions of shares of Company Common Stock or to distribute certificates which evidence fractional Units or fractional shares. In lieu of issuing fractional Units or fractional shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market price (determined pursuant to Section 11(d) hereof) of one Unit of Preferred Stock or one share of Company Common Stock, as the case may be, on the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock34.

Exchange. (a) At any time after any Person becomes an -------- Acquiring Person or an Adverse Person, the Board (with the concurrence of a majority of the Continuing Directors Directors) may, at their option, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to Section 7(d)7(e) and (ii) shall include, without limitation, any Rights issued after the Distribution Date as contemplated by Section 22 hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoingfore- -------- ----- going, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors Board electing to exchange any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided provided, however, that the -------- ------- failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Common Stock Equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent Common Stock Equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents Common Stock Equivalents pursuant to the terms thereof, so that each common stock equivalent Common Stock Equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that the number of shares of Common Stock which are authorized by the Company's Certificate of Incorporation, as amended, but not outstanding or reserved for issuance are not sufficient to permit an exchange of Rights as contemplated by this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of fractional shares of Common Stock, the Company may pay to the registered holders of Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For purposes of this Section 24(e), the current market value of a whole share of Common Stock shall be the closing price per share of Common Stock (determined pursuant to Section 11(d)(ii) hereof) on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d7(e)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or of any Subsidiary of its Subsidiaries the Company, or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of any such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of such exchange (with prompt notice thereof to the Rights Agent and the holders Agent) of the Rights to be exchanged in the manner set forth in Section 26any exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such actions as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors may, at its option, at any time after any Person first becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of such exchange (with prompt written notice thereof to the Rights Agent and the holders Agent) of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.validity

Exchange. (a) At The Board of Directors of the Company (upon the approval of a majority of the Continuing Directors) may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company (upon the approval of a majority of the Continuing Directors electing to Directors) ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or a security with substantially similar rights, privileges, preferences, voting power and economic rights) such that the current per share market price of one Preferred Share (or other such security) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board of Directors of the Company, at its option, at any time after any Person becomes an Acquiring Personthe Flip-In Event, a majority of may cause the Continuing Directors may, at their option, Company to exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of ----------------- Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that -------------- theretofore have not been exchanged pursuant to this Section 24(a) shall ------------- thereafter be exercisable only in accordance with Section 13 and may not be ---------- exchanged pursuant to this Section 24(a). The exchange of the Rights by the ------------- Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a------- 24 (a) and without any further action and without any notice, the right to ----- exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall -------- ------- not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights.. ----------------- (c) In any exchange pursuant to this Section 24, the The Company, at its option, may substitute common stock equivalents (as defined and, in Section 11(a)(iii)) for the event that there shall not be sufficient shares of Common Stock exchangeable issued but not outstanding or authorized but unissued to permit an exchange of Rights for RightsCommon Stock as contemplated in accordance with this Section 24, at the initial rate Company shall substitute to ---------- the extent of one common stock equivalent such insufficiency, for each share of Common StockStock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Shares, as appropriately adjusted to reflect adjustments such term is defined in dividend, liquidation and voting rights of common stock equivalents Section 11(b)) such that the current per share market price -------------- (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock ------------- (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the terms thereof, so that each common stock equivalent delivered in lieu current per-share market price of each one share of Common Stock shall have essentially (determined pursuant to Section 11(d) hereof) as of the same dividend, liquidation and voting rights as one share date of Common Stock.such exchange. -------------

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Class A Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option substitute and, in the event that there shall not be sufficient shares of Class A Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany shall substitute to the extent of such insufficiency, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Class A Common StockStock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or equivalent preferred shares as appropriately adjusted to reflect adjustments such term is defined in dividend, liquidation and voting rights of common stock equivalents Section 11(b)) such that the current per share market price (determined pursuant to the terms thereof, so that each common stock equivalent delivered in lieu Section 11(d) hereof) of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one share of Class A Common StockStock (determined pursuant to Section 11(d) hereof) as of the date of such exchange.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section subsection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined pursuant to the second sentence of Section 1(k) hereof). (e) The Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares by majority vote of Common Stock exchangeable for Rightsthe Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the initial rate then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one common stock equivalent for each share or more nationally recognized investment banking firms. (f) Immediately upon the action of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the Board of common stock equivalents Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this Section 24 and without any further action and without any notice, the terms thereofright to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange; provided, so however, that each common stock equivalent delivered the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionFlip In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Right (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares aggregating 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company may, in its discretion, take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event that the Company shall determine not to take such action or shall, after good faith effort, be unable to take such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute, to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fractions thereof (or equivalent preferred shares as such term is defined in Section 11(b)), having an aggregate value equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of issuance of such Preferred Shares or fractions thereof (or equivalent preferred shares). (d) The Company shall not, in connection with any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for be required to issue fractions of shares of Common Stock exchangeable for Rightsor to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, at the initial rate Company shall pay to the registered holders of one common stock equivalent for each the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this paragraph (d), as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the current market value of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to Section 24(c), the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of (1) Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided provided, however, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in Section 24(a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notice thereof the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined pursuant to the second sentence of Section 1(j) hereof). (e) The Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares by majority vote of Common Stock exchangeable for Rightsthe Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the initial rate then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors based upon the advice of one common stock equivalent for each share or more nationally recognized investment banking firms. (f) Immediately upon the action of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the Board of common stock equivalents Directors ordering the exchange of any Rights pursuant to Section 24(e) and without any further action and without any notice, the terms thereofright to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with Section 24(e). The Company shall give public notice (with prompt written notice thereof to the Rights Agent) of any such exchange; provided, so however, that each common stock equivalent delivered the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority The Board of Directors of the Continuing Directors Company, upon the affirmative vote of three-fourths of the entire Board of Directors, may, at their optionits option but subject to the receipt by the Company of any required regulatory approvals, at any time and from time to time on or after a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding, or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or for issuance upon exchange of the Rights, subject, however, to Section 24(d) hereof. (d) In any exchange pursuant to this Section 24, the Company, at its optionoption but subject to the receipt by the Company of any required regulatory approvals, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares any share of Common Stock exchangeable for Rightsa Right (i) Common Stock Equivalents, at (ii) cash, (iii) debt securities of the initial rate Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which three-fourths of the entire Board of Directors of the Company shall have determined in good faith to be equal to the Current Market Price of one common stock equivalent for each share of Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Day immediately preceding the date of exchange pursuant to this Section 24. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the current market value of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (as determined pursuant to Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionSection 11(a)(ii) Event, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "“Exchange Ratio"”). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Company’s outstanding Common Stock then outstandingStock. (b) Immediately upon the effectiveness of the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly give a notice of any such exchange to all of the holders of the Rights so exchanged in accordance with Section 25 hereof. Any notice which is mailed given in the manner herein provided accordance with Section 25 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Stock, for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange of Rights as contemplated in accordance with this Section 23, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock) such that the Current Per Share Market Price of one share of Preferred Stock (or Equivalent Preferred Stock) multiplied by such number or fraction is equal to the Current Per Share Market Price of the Common Stock that would otherwise be issuable as of the date of such exchange. (d) Prior to effecting an exchange pursuant to this Section 2423, the CompanyBoard may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, at its option, may substitute common stock equivalents the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (as defined in Section 11(a)(iii)the “Trust”) for all of the shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividendPreferred Stock or other securities, liquidation and voting rights of common stock equivalents if any, issuable pursuant to the exchange, and all Persons entitled to receive such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive such only from the Trust and solely upon compliance with the relevant terms thereof, so that each common stock equivalent delivered in lieu and provisions of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockTrust Agreement.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after adjustment in the date hereof number of Rights pursuant to Section 11(i) (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan, employee stock or deferral plan or director compensation or deferral plan of the Company or any of its Subsidiaries such Subsidiary, or any Person trust or other entity organized, appointed appointed, established or established by the Company or any of its Subsidiaries holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected effected, and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares (or, if sufficient Preferred Shares are not available, of equivalent preferred shares, as defined in Section 11(b) above) or fraction thereof such that the current per share market price of one Preferred Share (or equivalent preferred share) multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares (or equivalent preferred share) or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares, Preferred Shares or equivalent preferred shares. In lieu of such fractional Common Shares, Preferred Shares or equivalent preferred shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares, Preferred Shares or equivalent preferred shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share, Preferred Share or equivalent preferred share. For the purposes of this paragraph (d), the current market value of a whole Common Share, Preferred Share or equivalent preferred share shall be the closing price of a Common Share, Preferred Share or equivalent preferred share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of the second paragraph of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan or compensation arrangement of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such planplan or any trust agreement entered into by the Company to secure benefits payable under any employee benefit plan or compensation arrangement of the Company or any Subsidiary of the Company), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares representing 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number and kind of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights being exchanged (other than Rights which have become void pursuant to the provisions of the second paragraph of Section 7(d)11(a)(ii) hereof) held by each holder of such Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange pursuant to of Rights as contemplated in accordance with this Section 24, the Company, at its option, Company shall take all such action as may substitute common stock equivalents (as defined in Section 11(a)(iii)) be necessary to authorize additional Common Shares for shares issuance upon exchange of Common Stock exchangeable for the Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority The Directors of the Continuing Directors Company may, at their option, at any time after the Share Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become void pursuant to the provisions of Section 7(d11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Any such exchange will be effective immediately upon the action of the Directors of the Company ordering the same, unless such action of the Directors of the Company expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Directors of the Company). Notwithstanding the foregoing, the Board Directors of Directors shall the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries Related Person), who or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of then-outstanding Common Stock then outstandingShares. (b) Immediately upon the action effectiveness of the Continuing Directors electing to exchange of any Rights pursuant to as provided in Section 24(a) ), and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly thereafter will publicly announce such exchange and, within 10 calendar days thereafter, will give notice of such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights to be exchanged in the manner set forth in Section 26Agent; provided provided, however, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d11(a)(ii)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any Common Share exchangeable for a Right (i) equivalent common stock equivalents shares (as defined such term is used in Section 11(a)(iii)), (ii) for shares cash, (iii) debt securities of Common Stock exchangeable for Rightsthe Company, at (iv) other assets, or (v) any combination of the initial rate foregoing, in any event having an aggregate value, as determined in good faith by the Directors of the Company (whose determination will be described in a statement filed with the Rights Agent), equal to the current market value of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents Share (determined pursuant to Section 11(d)) on the terms thereof, so that each common stock equivalent delivered in lieu Trading Day immediately preceding the date of each share the effectiveness of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)the provisions of SECTION 11(a)(ii) hereof) for shares Common Shares of Common Stock the Company at an exchange ratio of one share of three Common Stock Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(aparagraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares Common Shares of Common Stock the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares Common Shares of Common Stock the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange pursuant to of Rights as contemplated in accordance with this Section SECTION 24, the Company, at its option, Company shall take all such action as may substitute common stock equivalents be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (as defined in Section 11(a)(iii)d) for shares The Company shall not be required to issue fractions of Common Stock exchangeable for RightsShares of the Company. In lieu of such fractional Common Shares, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant Company shall pay to the terms thereof, so that each common stock equivalent delivered registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in lieu of each share of Common Stock shall have essentially cash equal to the same dividend, liquidation and voting rights as one share fraction of the current market value of a whole Common StockShare of the Company.

Exchange. (a) At any time after any Person becomes an Acquiring PersonThe Company may, at its option, but only by the vote of a majority of the Continuing Directors mayBoard of Directors, at their optionany time and from time to time after the first occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of its Common Stock at an exchange ratio of one share of its Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"); PROVIDED, HOWEVER, THAT the Company may exchange the Rights only if at the time of the action of the Board of Directors there are then in office not less than two Continuing Directors and such exchange is approved by a majority of the Continuing Directors then in office. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Company's Common Stock then outstanding. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to and in accordance with subsection (a) of this Section 24(a24 (which action may be conditioned upon the occurrence of one or more events or on the existence of one or more facts or may be effective at some time in the future) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of the Company's Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided that PROVIDED, HOWEVER, THAT the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of for exchange will state the method by which the exchange of the shares of the Company's Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights rights which have become void pursuant to Section 7(d)the provisions of Sections 7(e) hereof) held by each holder of Rights. (c) In the event that the number of shares of Common Stock which are authorized by the Company's articles of incorporation (as then restated or amended), but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of its Common Stock for issuance upon exchange of the Rights. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (as defined in Section 11(a)(iii)) or equivalent preferred shares, for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock one-hundredth of a share of Preferred Stock (or equivalent preferred shares) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to the terms thereof, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (e) The Company shall not be required to issue fractions of shares of Common Stock (or pursuant to Section 24(d) fractional shares of Preferred Stock (in other than integral multiples of one one-hundredth of a share)), or to distribute certificates which evidence fractional shares of Common Stock (or nonintegral multiples of one one-hundredth of a share of Preferred Stock). In lieu thereof, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock (or nonintegral multiples of one one-hundredth of a share of Preferred Stock) would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Price of a whole share of Common Stock or Preferred Stock. For the purposes of this Section 24(e), the applicable Current Market Price of a whole share of Common Stock or Preferred Stock shall be determined pursuant to Section 11(d) hereof for the Trading Day immediately prior to the effective date of exchange pursuant to Section 24(b) hereof.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of its Board of Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Company’s Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (with prompt notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the “Current Value” shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined pursuant to the second sentence of Section 1(j) hereof). (e) The Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares by majority vote of Common Stock exchangeable for Rightsits Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the initial rate then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one common stock equivalent for each share or more nationally recognized investment banking firms. (f) Immediately upon the action of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the Board of common stock equivalents Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this Section 24 and without any further action and without any notice, the terms thereofright to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange (with prompt notice thereof to the Rights Agent); provided, so however, that each common stock equivalent delivered the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At The Board of Directors of the Company may, at its op- tion, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction trans- action occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to Section 3(A) of the terms thereofrights, powers and preferences attached hereto as Exhibit A, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional share of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Value of a whole share of Common Stock. For the purposes of this subsection (e), the "Current Market Value" of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Company may, at its option, by action of a majority of the Board, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Series A-1 Common Stock at an exchange ratio of three-quarters (0.75) of one share of Series A-1 Common Stock per RightStock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction specified in Section 11(a)(ii) occurring after the date hereof hereof, per Right (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding The exchange of the foregoingRights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. Prior to effecting an exchange pursuant to this Section 24, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of may direct the Company or any of its Subsidiaries or any Person organizedto enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, appointed or established by the Company or any of its Subsidiaries for or pursuant shall enter into the Trust Agreement and shall issue to the terms of any trust created by such plan), together with agreement (the “Trust”) all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Series A-1 Common Stock then outstandingissuable pursuant to the exchange, and all Persons entitled to receive shares pursuant to the exchange shall be entitled to receive such shares (and any dividends or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provision of the Trust Agreement. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Series A-1 Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange, with prompt notice thereof to the Rights Agent; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights to be exchanged in the manner set forth in Section 26Agent; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Series A-1 Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Series A-1 Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Board shall take all such action as may be necessary to authorize additional shares of Series A-1 Common Stock for issuance upon exchange of the Rights or shall take such other action specified in Section 11(a)(iii). (d) The Company shall not be required to issue fractions of shares of Series A-1 Common Stock or to distribute certificates which evidence fractional shares of Series A-1 Common Stock. In lieu of such fractional shares of Series A-1 Common Stock, there may be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Series A-1 Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Series A-1 Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Series A-1 Common Stock shall be the closing price of a share of Series A-1 Common Stock (as determined pursuant to the second and third sentences of Section 11(b) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (ai) At The Board of Directors of the Company may, at its option, at any time after any Person person becomes an Acquiring Person, upon resolution adopted by a majority of the Continuing Directors may, at their optionCompany's Board of Directors, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to Section 7(d7(f)) for shares Units of Common Preferred Stock at an exchange ratio of one share Unit of Common Preferred Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange RatioSECTION 24(a)(i) EXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall Company may not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (bii) Immediately upon the action The Board of Directors of the Continuing Directors electing to exchange any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Companymay, at its option, may substitute common stock equivalents at any time after any person becomes an Acquiring Person, upon resolution adopted by a majority of the Company's Board of Directors, exchange all or part of the then outstanding and exercisable Rights (as defined in which shall not include Rights that have become null and void pursuant to Section 11(a)(iii7(f)) for shares Units of Common Preferred Stock exchangeable for Rights, at an exchange ratio specified in the initial rate of one common stock equivalent for each share of Common Stockfollowing sentence, as appropriately adjusted to reflect adjustments in dividendany stock split, liquidation and voting rights stock dividend or similar transaction occurring after the date hereof. Subject to such adjustment, each Right may be exchanged for that number of common stock equivalents Units of Preferred Stock obtained by dividing the Adjustment Spread (as defined below) by the then Current Market Price (determined pursuant to Section 11(d)) per Unit of Preferred Stock on the terms thereofearlier of (i) the date on which any Person becomes an Acquiring Person and (ii) the date on which a tender or exchange offer by any Person (other than an Exempt Person) is first published or sent or given within the meaning of Rule 14d-4(a) of the Exchange Act Regulations or any successor rule, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.if upon consummation thereof such Person would be

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof and subject to adjustment as set forth in clause (c) below (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (and prompt notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to the Rights Agent and to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company may, in its discretion, take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. In the event that the Company shall determine not to take such action or shall, after good faith effort, be unable to take such action as may be necessary to authorize such additional shares of Common Stock, the Board of Directors, at its option shall (i) adjust the Exchange Ratio to permit the Company to use all of its issued but not outstanding and its authorized but unissued Common Stock to effectuate a full exchange of all of the then outstanding and exercisable Rights or (ii) substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not, in connection with any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for be required to issue fractions of shares of Common Stock exchangeable for Rights, at the initial rate or to distribute certificates which evidence fractional shares of one common stock equivalent for each share Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents determined pursuant to the terms thereof, so that each common stock equivalent delivered in lieu second sentence of each share Section 11(d)(i)) for the Trading Day immediately prior to the date of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 24.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, the first occurrence of a majority of the Continuing Directors may, at their optionSection 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"); provided, however, that if the Board authorizes such exchange of the Rights at any time on or after the earliest of (x) the time that any Person becomes an Acquiring Person or (y) the first occurrence of either of the circumstances described in clauses (i) and (ii) of Section 23(c) hereof, there must be at least one Continuing Director then in office and such authorization shall require the approval of a majority of the Continuing Directors then in office. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Stock (or Equivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that the number of shares of Common Stock which are authorized by the Company's Restated Certificate of Incorporation but which are not outstanding or reserved for issuance for purposes other then upon exercise of the Rights is not sufficient to permit any exchange of Rights as contemplated in dividendaccordance with this Section 24, liquidation and voting rights the Board shall take all such action as may be necessary to authorize additional shares of common stock equivalents pursuant Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the terms thereofregistered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, so that each common stock equivalent delivered an amount in lieu cash equal to the same fraction of each the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall have essentially be the same dividend, liquidation and voting rights as one closing price of a share of Common StockStock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)the provisions of SECTION 11(a)(ii) hereof) for shares Common Shares of Common Stock the Company at an exchange ratio of one share of four Common Stock Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"“EXCHANGE RATIO”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(aparagraph (a) of this SECTION 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares Common Shares of Common Stock the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares Common Shares of Common Stock the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)the provisions of SECTION 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange pursuant to of Rights as contemplated in accordance with this Section SECTION 24, the Company, at its option, Company shall take all such action as may substitute common stock equivalents be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (as defined in Section 11(a)(iii)d) for shares The Company shall not be required to issue fractions of Common Stock exchangeable for RightsShares of the Company. In lieu of such fractional Common Shares, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant Company shall pay to the terms thereof, so that each common stock equivalent delivered registered holders of the Right Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in lieu of each share of Common Stock shall have essentially cash equal to the same dividend, liquidation and voting rights as one share fraction of the current market value of a whole Common StockShare of the Company.

Exchange. (a) At The Board (with the concurrence of the Continuing Trustees) may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provision of Section 7(d)7(e) hereof) for shares Common Shares of Common Stock the Company at an exchange ratio of one share Common Share of Common Stock the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such an Exempt Person, ) becomes the Beneficial Owner of 50% or more of the shares Common Shares of Common Stock the Company then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 29 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares Common Shares of Common Stock the Company equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent for the Common Shares. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares Common Shares of Common Stock the Company for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 2429, the Company, at its option, may substitute common stock equivalents Preferred Shares (or Equivalent Preferred Shares, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares Common Shares of Common Stock the Company exchangeable for Rights, at the initial rate of one common stock equivalent one-hundredth of a Preferred Share (or Equivalent Preferred Share) for each share Common Share of Common Stockthe Company, as appropriately adjusted to reflect adjustments adjustment in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereofExhibit A hereto, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share Common Share of Common Stock the Company shall have essentially the same dividend, liquidation and voting rights as one share Common Share of the Company. (d) In the event that there shall not be sufficient Common Shares of the Company issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 29, the Company shall take all such action as may be necessary to authorize additional Common Shares of the Company for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common StockShares of the Company or to distribute certificates which evidence fractional Common Shares of the Company. In lieu of such fractional Common Shares of the Company, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares of the Company would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share of the Company. For the purposes of this paragraph (e), the current market value of a whole Common Share of the Company shall be the closing price of a Common Share of the Company or, if unavailable, the appropriate alternative price (in each case as determined pursuant to Section 11(d)(i) hereof) for the Trading Day immediately prior to the date on which the Board takes action ordering an exchange pursuant to this Section 29.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionFlip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)an Acquiring Person, together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares having the same rights, privileges and preferences as the Common Stock having an aggregate current per share market price (determined pursuant to Section 11(d) hereof) equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange. (d) The Company shall not be required, pursuant to this Section 24, to issue fractional shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In any lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole share of Common Stock. For the purposes of this paragraph (d), the current per share market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section subsection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing shares of Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing shares of Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, shares of Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of shares of Common Stock on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock (as determined pursuant to the terms hereof). (e) The Company may, at its option, may substitute common stock equivalents by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection 24(e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as defined has been determined by the Board of Directors in Section 11(a)(iii)accordance with subsection 24(e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the shares of Common Stock exchangeable for Rightsof the Company. Any notice which is mailed in the manner herein provided shall be deemed given, at whether or not the initial rate holder receives the notice. Each such notice of one common stock equivalent for each share exchange will state the method by which the exchange of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be affected.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority The Board of the Continuing Directors may, at their its option, at any time after the Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Shares or Common Stock Equivalents at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend divided or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as called the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of Common Shares aggregating 50% or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares or Common Share Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice, with simultaneous written notice of such exchange to the Rights Agent and the holders Agent, of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed to have been duly given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares or Common Share Equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In If there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. If the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute common stock equivalents be necessary to authorize such additional Common Shares, the Company shall substitute, to the extent of the insufficiency, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof (or equivalent preferred shares, as such term is defined in Section 11(a)(iii11(b)) for shares of Common Stock exchangeable for Rights, at such that the initial rate current per share market price (determined pursuant to Section 11(a)) of one common stock Preferred Share or equivalent for each preferred share of Common Stock, as appropriately adjusted multiplied by such number or fraction is equal to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents the current per share market price (determined pursuant to Section 11(a)) of one Common Share as of the terms thereof, so that each common stock equivalent delivered in lieu date of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stocksuch exchange.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Class A Common Stock for or pursuant to the terms of any such plan), together with all Associates or Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the shares of Class A Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of such exchange (with prompt notice thereof to the Rights Agent and the holders Agent) of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Class A Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Class A Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent one-thousandth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Class A Common Stock, as appropriately adjusted to reflect adjustments stock splits, stock dividends and other similar transactions after the date hereof. (d) In the event that there shall not be sufficient shares of Class A Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in dividendaccordance with this Section 24, liquidation and voting rights the Company shall take all such action as may be necessary to authorize additional shares of common stock equivalents Class A Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Class A Common Stock or to distribute certificates which evidence fractional shares of Class A Common Stock. In lieu of such fractional shares of Class A Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Class A Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Class A Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Class A Common Stock shall be the closing price of a share of Class A Common Stock (as determined pursuant to the terms thereof, so that each common stock equivalent delivered in lieu second sentence of each share Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 24.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors The Board may, at their its option, at any time on or after the occurrence of any Section 11(a)(ii) Event, exchange all or any part of the then outstanding and exercisable Rights (which shall not include any Rights that which have become void pursuant to -41- 42 Section 7(d)) for shares of Common Stock of the Company at an exchange ratio rate of one share of Common Stock per Right, appropriately adjusted to reflect any stock splitevent specified in clauses (A) through (D), stock dividend inclusive, of the first sentence of Section 11(a)(i) or similar transaction in Section 11(n) occurring after the date hereof (such exchange ratio rate being hereinafter referred to as called the "Exchange RatioRate"). Notwithstanding the foregoing; provided, however, that the Board of Directors shall not be empowered authorized to effect such an exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all the Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of 50% or more of the then outstanding shares of Common Stock then outstandingof the Company. (b) Immediately upon after action by the action Board directing the exchange of the Continuing Directors electing to exchange any Rights pursuant to subsection (a) of this Section 24(a) 24, and without any further action and without any notice, the right to exercise such Rights will terminate shall terminate, and thereafter the only right of a each registered holder of such Rights shall only be entitled to receive that the number of shares of Common Stock of the Company which shall equal to the number of such Rights held by such registered holder multiplied by the Exchange RatioRate then in effect. The Company shall promptly thereafter give prompt written notice of such exchange to the Rights Agent and prompt public notice to the holders of the Rights to be exchanged in the manner set forth in Section 26of any such exchange; provided provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. Within 10 days after action by the Board directing the exchange of any Rights, the Company shall mail (or cause the Rights Agent to mail) a notice of exchange to each registered holder of such Rights, at its last address appearing on the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock and Class B Common Stock of the Company. Any notice which is mailed in the manner herein provided in this subsection (b) shall be deemed given, whether or not received by the registered holder receives the noticeto whom sent. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata among the registered holders of the Rights based on upon the number of Rights held (other than excluding Rights which shall have become void pursuant to Section 7(d)) held ); and, in such case, a new Rights Certificate evidencing the Rights not being exchanged shall be prepared and executed by each the Company and countersigned and delivered by the Rights Agent to the registered holder of such Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Shares (as defined in Section 11(a)(iii)or Equivalent Preferred Shares) for shares of Common Stock exchangeable in effecting an exchange for Rights, at the initial rate of one common stock equivalent one-hundredth of a Preferred Share (or Equivalent Preferred Share) for each share of Common Stock, as appropriately adjusted to reflect any adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred -42- 43 Shares pursuant to the terms thereofCertificate of Designations attached hereto as Exhibit A, so that each common stock equivalent the fractional Preferred Share delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient authorized and unissued or treasury shares of Common Stock or Preferred Shares (or Equivalent Preferred Shares) to permit the exchange of Rights directed by the Board, the Company shall take all necessary action to authorize and reserve for issuance such number of additional shares of Common Stock or Preferred Shares (or Equivalent Preferred Shares) as may be required for issuance upon such exchange and, if necessary, shall use its best efforts to obtain stockholder approval thereof. (e) The Company shall not be required to issue fractional shares of Common Stock in exchange for Rights or to distribute stock certificates which evidence fractional shares of Common Stock. If the Company shall determine not to issue fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights with respect to which such fractional shares would otherwise be issuable an amount in cash equal to the same fraction of the Fair Market Value (determined as provided in Section 11(d) for the Trading Day immediately prior to the date of such exchange) of one share of Common Stock.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority The Board of Directors of the Continuing Directors Company may, at their its option, at any time and from time to time after the occurrence of a Flip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock or Common Stock Equivalents or any combination thereof, at an exchange ratio of one share of Common Stock, or such number of Common Stock Equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted adjusted, if necessary, to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Rights Dividend Declaration Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall may not be empowered to effect such exchange at any time after (i) any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstandingoutstanding or (ii) the occurrence of a Flip-Over Event. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to and in accordance with subsection (a) of this Section 24(a24 (the effectiveness of which action may be conditioned on the occurrence of one or more events or on the existence of one or more facts or may be effective at some future time) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock and/or Common Stock Equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided PROVIDED, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock and/or Common Stock Equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected as nearly pro rata as possible based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any the event that the number of shares of Common Stock that are authorized by the Company's certificate of incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights is not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates or scrip evidencing fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the Closing Price per share of Common Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of any Common Stock exchangeable for Rights, at Equivalent shall be deemed to have the initial rate of one common stock equivalent for each share of Common Stock, same value as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockon such date.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority the right of the Continuing Directors may, at their optionCompany to redeem the Rights has expired or terminated (although such right may be subject to restoration as a Springing Right of Redemption or pursuant to Section 23(a)(ii) hereof), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its SubsidiariesSubsidiary or the Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) Series B Shares for shares of Common Stock exchangeable for Rights, Shares at the initial rate of one common stock equivalent one-hundredth of a Series B Share for each share Right. (d) The Company shall not be required to issue fractions of Common StockShares or to distribute certificates that evidence fractional Series B Shares (except as hereinafter provided) or fractional Common Shares, but if the exchange is for Series B Shares, the Company shall be obligated to issue fractional shares so long as appropriately adjusted any fraction of a Series B Share so to reflect adjustments be issued is at least equal to one one-hundredth of a Series B Share. In lieu of such fractional shares, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares would otherwise be issuable an amount in dividendcash equal to the same fraction of the current market value of a whole share. For the purposes of this Section 24(d), liquidation and voting rights (i) the current market value of common stock equivalents a whole Common Share shall be the per share market price determined as of the day immediately following the day of the public announcement by the Company that an exchange is to be effected pursuant to this Section 24 and (ii) the terms thereof, so that each common stock equivalent delivered current market value of a Series B Share or fraction of a Series B Share shall be the current market value on such day of a Series B Share (or fraction of a Series B Share) as determined in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockaccordance with Section 11(d)(ii) hereof.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority The Board of Directors of the Continuing Directors Company may, at their its option, at any time and from time to time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock or common stock equivalents (as defined in Section 11(a)(iii) hereof), or any combination thereof, at an exchange ratio of one share of Common Stock Stock, or such number of common stock equivalents or units representing fractions thereof as would be deemed to have the same value as one share of Common Stock, per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock and/or common stock equivalents equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock and/or common stock equivalents for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) If the number of shares of Common Stock that are authorized by the Company's Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit an exchange of Rights as contemplated in accordance with this Section 24, the Company may, at its option, take all such action as may be necessary to seek to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In any lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of Rights with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the value of a whole share of Common Stock. For purposes of this Section 24, the value of a whole share of Common Stock shall be the closing price (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately before the date of exchange pursuant to this Section 24, and the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares value of Common Stock exchangeable for Rights, at the initial rate of one any common stock equivalent for each share of Common Stock, shall be deemed to have the same value as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockon such date.

Exchange. (a) At The Board of Directors of the Company may, at -------- its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice, with simultaneous written notice of such exchange to the Rights Agent and the holders Agent, of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, -------- ------- or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Shares (or equivalent preferred shares, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock Shares exchangeable for Rights, at the initial rate of one common stock one-hundredth of a Preferred Share (or equivalent preferred share) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. (d) In the event that there shall not be sufficient Common Shares or Preferred Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares or Preferred Shares for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common StockShares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (e), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a majority The Board of Directors of the Continuing Directors Company may, at their its option, at any time on or after the occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock of the Company at an exchange ratio of one share of Common Stock of the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Section 24 Exchange Ratio"” and such determination by the Board of Directors of the Company, an “Exchange Determination”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange an Exchange Determination at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstandingof the Company. (b) (i) Immediately upon the action of the Continuing Directors electing to exchange any Rights pursuant to Section 24(a) following an Exchange Determination and without any further action and without any notice, the right to exercise such Rights will pursuant to Section 11(a)(ii) shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock of the Company equal to the number of such Rights held by such holder multiplied by the Section 24 Exchange Ratio; provided, however, that the holder of a Right exchanged pursuant to this Section 24 shall continue to have the right to purchase securities or other property of the Principal Party following a Section 13 Event that has occurred or may thereafter occur. The Company shall promptly thereafter give notice of any such exchange in accordance with Section 26 hereof and shall promptly mail a notice of any such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights to be exchanged in the manner set forth in Section 26Agent; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock of the Company (or other consideration) for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to Section 24(a) ), and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock Shares for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will shall be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such actions as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such actions as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this Section 24(d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give (i) prompt written notice of such exchange to the Rights Agent of such exchange; and the holders (ii) public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing shares of Common Stock in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing shares of Common Stock in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, shares of Common Stock and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of shares of Common Stock on the date of the occurrence of the event described above in subparagraph (a), multiplied by the number of shares of Common Stock for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional shares of Common Stock and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall (i) give prompt written notice to the Rights Agent of such suspension; and (ii) issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock (as determined pursuant to the terms hereof). (e) The Company may, at its option, may substitute common stock equivalents by majority vote of the Board of Directors, at any time before the Share Acquisition Date, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one or more nationally recognized investment banking firms. (f) Immediately upon the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the right to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as defined has been determined by the Board of Directors in Section 11(a)(iii)accordance with subsection 24(e) above. The Company shall give public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange with a reasonably detailed description thereof to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the shares of Common Stock exchangeable for Rightsof the Company. Any notice which is mailed in the manner herein provided shall be deemed given, at whether or not the initial rate holder receives the notice. Each such notice of one common stock equivalent for each share exchange will state the method by which the exchange of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionSection 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect -------- ------- in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”), provided that the shares of Common Stock so exchanged shall be of the same class or series which the holders of such Rights would have been entitled to receive upon the exercise thereof. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempted Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Voting Securities of the Company then outstanding representing 50% or more of the shares Voting Power of Common Stock then outstandingthe Company. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio, provided that the shares of Common Stock so exchanged shall be of the same class or series which the holder of such Rights would have been entitled to receive upon the exercise thereof. The Company shall promptly thereafter give make a public announcement of any such exchange (with prompt written notice thereof to the Rights Agent); provided, however, that the failure to make, or any defect in, such public announcement shall not affect the legality or validity of such exchange. Promptly after the action of the Board ordering the exchange of the Rights becoming effective, the Company shall provide notice of such exchange to the Rights Agent and the holders of the then outstanding Rights to be exchanged in the manner set forth in accordance with Section 26; 26 hereof (provided that the failure to give, or any defect in, such notice shall not affect the validity of such exchange). Any notice which is mailed in the manner herein provided in Section 26 hereof shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be authorized and unissued shares of the applicable class or series of Common Stock and/or authorized and issued shares of the applicable class or series of Common Stock held in its treasury sufficient to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of the applicable class or series of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of the applicable class or series of Common Stock, the Company shall substitute, for each share of such class or series of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of the applicable series of Preferred Stock or fraction thereof (subject to Section 14(b) hereof) such that the Current Market Price per share of the applicable series of Preferred Stock multiplied by such number or fraction is equal to the Current Market Price per share of such class or series of Common Stock as of the date of issuance of such shares of such series of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Rights Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the Current Market Price per share of the applicable class or series of Common Stock as of the Trading Day immediately prior to the record date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection (c) below, the Company may, at its option, by majority vote of the Board of Directors and a majority vote of the Continuing Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange RatioRATIO OF EXCHANGE"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioRatio of Exchange. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, -------- ------- that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the current per share market price of Common Shares (determined pursuant to Section 11(d) on the date of the occurrence of the event described above in subparagraph (a)) multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Common Share (as determined pursuant to the second sentence of Section 11(d) hereof). (e) The Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares by majority vote of Common Stock exchangeable for Rightsthe Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the initial rate then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Board of Directors, based upon the advice of one common stock equivalent for each share or more nationally recognized investment banking firms. (f) Immediately upon the action of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the Board of common stock equivalents Directors ordering the exchange of any Rights pursuant to subsection (e) of this Section 24 and without any further action and without any notice, the terms thereofright to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with subsection (e) above. The Company shall give public notice of any such exchange; provided, so however, -------- ------- that each common stock equivalent delivered the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, rights at the initial rate of one common stock one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to Section 3(A) of the terms thereofrights, powers and preferences attached hereto as Exhibit A, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) If there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional share of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of its Board of Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Company’s Board of Directors electing to ordering the exchange of any Rights pursuant to Section subsection 24(a) of this Section 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (with prompt written notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors of the Company, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors of the Company, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date of the occurrence of the event described above in subsection 2 (a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 2424(c), the CompanyBoard of Directors of the Company may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in Section 24(a) shall have occurred, in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement (with prompt written notice thereof to the Rights Agent) stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined pursuant to the second sentence of Section 1(j) hereof). (e) The Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares by majority vote of Common Stock exchangeable for Rightsits Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the initial rate then outstanding Rights for rights of substantially equivalent value, as determined reasonably and with good faith by the Company’s Board of Directors based upon the advice of one common stock equivalent for each share or more nationally recognized investment banking firms. (f) Immediately upon the action of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights the Board of common stock equivalents Directors of the Company ordering the exchange of any Rights pursuant to subsection 24(e) of this Section 24 and without any further action and without any notice, the terms thereofright to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Company’s Board of Directors in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange (with prompt written notice thereof to the Rights Agent); provided, so however, that each common stock equivalent delivered the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At any time after any Person becomes an Acquiring Person, a A majority of the Continuing Directors may, at their option, at any time after any Person becomes an Acquiring Person, cause the Company to exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, reverse stock split, reclassification, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, a majority of the Board of Continuing Directors shall not be empowered to effect such exchange at any time after any Person person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such subsidiary or any Person organized, appointed or established by the Company or any entity holding shares of its Subsidiaries Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Shares of Common Stock totalling 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of a majority of the Continuing Directors electing to ordering the exchange of any Rights pursuant to Section 24(a23(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 2652 56 exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear on the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for If there shall not be a sufficient number of shares of Common Stock exchangeable authorized but unissued and unreserved to permit any exchange of Rights as contemplated by this Section 23, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon the exchange of the Rights. If the Company shall, at after good faith effort, be unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the initial rate of one common stock equivalent Company shall substitute for each share of Common StockStock that would otherwise be issuable upon exchange of a Right, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights a number of common shares of preferred stock equivalents pursuant or fraction thereof such that the current per share market price of one share of preferred stock multiplied by such number or fraction is equal to the terms thereof, so that each common stock equivalent delivered in lieu current per share market price of each one share of Common Stock shall have essentially as of the same dividend, liquidation and voting rights as one date of issuance of such share of Common Stockpreferred stock or fraction thereof.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option and in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany may, at in its optiondiscretion, take such action as may substitute common stock equivalents (as defined in Section 11(a)(iii)) for be necessary to authorize additional shares of Common Stock exchangeable for issuance upon exchange of the Rights. In the event that the Company shall determine not to take such action or shall, after good faith effort, be unable to take such action as may be necessary to authorize such additional shares of Common Stock, the Board of Directors, at its option shall (i) adjust the initial rate Exchange Ratio to permit the Company to use all of one common stock equivalent its issued but not outstanding and its authorized but unissued Common Stock to effectuate a full exchange of all of the then outstanding and exercisable Rights or (ii) substitute, to the extent of such insufficiency and only to the extent permitted by applicable law and any material agreements then in effect to which the Company is a party, for each share of Common StockStock that would otherwise be issuable upon exchange of a Right, cash and/or a number of shares of preferred stock or fractions thereof (or Common Stock equivalents as appropriately adjusted to reflect adjustments such term is defined in dividendSection 11(b)), liquidation and voting rights of common stock equivalents pursuant having an aggregate value equal to the terms thereof, so that each common stock equivalent delivered in lieu current per share market price of each one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of delivery of such cash and/or shares of preferred stock or fractions thereof (or Common Stock equivalents). (d) The Company shall have essentially not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock upon the exercise or exchange of Rights. In lieu of such fractional shares of Common Stock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable an amount in cash equal to the same dividend, liquidation and voting rights as one fraction of the current market value of a whole share of Common StockStock (as determined in accordance with Section 11(d) hereof) for the Trading Day immediately prior to the date of such exercise or exchange. (e) The holder of a Right by the acceptance of the Right expressly waives his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided above).

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionSection 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock ten-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to Section 3(A) of the terms thereofCertificate of Designations attached hereto as Exhibit A, so that each common stock the fraction of a share of Preferred Stock (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionPerson or is determined to be an Adverse Person pursuant to Section 11(a)(ii)(B), exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of fifty percent (50% %) or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (or equivalent preferred stock, as such term is defined in paragraph (b) of Section 11(a)(iii)11 hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to Section 3(A) of the terms thereofrights, powers and preferences attached hereto as Exhibit A, so that each common stock equivalent the fraction of a share of Preferred Stock delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional share of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Value of a whole share of Common Stock. For the purposes of this subsection (e), the "Current Market Value" of a whole share of Common Stock shall be the closing price of a share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. Section 25.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority authorize and direct the exchange of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)Void Rights) for shares of Common Stock Shares at an exchange ratio (the "EXCHANGE RATIO") of one share of Common Stock Share per Right, appropriately adjusted to reflect any each stock split, stock combination, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio")hereof. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more a majority of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a) hereof and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to the Rights Agent and the holders public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed givengiven when mailed, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to Section 7(d)Void Rights) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares (or common stock equivalents (equivalents, as such term is defined in Section 11(a)(iii)) hereof) for shares of Common Stock Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share (or common stock equivalent equivalents) for each share of Common StockShare, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Shares pursuant to the terms thereof, so that each common stock equivalent the fraction of a Preferred Share delivered in lieu of each share of Common Stock Share shall have essentially the same dividend, liquidation and voting rights as one share Common Share. (d) In the event that there shall not be sufficient Common Shares, Preferred Shares or common stock equivalents authorized by the Company's certificate of incorporation and not outstanding or subscribed for, or reserved or otherwise committed for issuance for purposes other than upon exercise of Rights, to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares, Preferred Shares or common stock equivalents for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common StockShares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the current per share market value of a whole Common Share. For the purposes of this Section 24(e), the current per share market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection 24(c) below, the Company may, at its option, by action of its Board of Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Company's Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange (with prompt notice thereof to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26Agent); provided provided, -------- however, that the failure to give, or any defect in, such notice shall not ------- affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange pursuant to this of Rights as contemplated in accordance with Section 2424(a), the Company, at its option, Company shall either take such action as may substitute common stock equivalents (as defined in Section 11(a)(iii)) be necessary to authorize additional Common Shares for shares issuance upon exchange of Common Stock exchangeable for Rightsthe Rights or alternatively, at the initial rate option of one common stock equivalent the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each share such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the "Current Value" shall mean the product of the Current Per Share Market Price of Common StockShares on the date of the occurrence of the event described above in subparagraph (a), as appropriately adjusted multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to reflect adjustments clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date on which the event described in dividendSection 24(a) shall have occurred, liquidation and voting rights in order to seek any authorization of common stock equivalents additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the terms above provision and to determine the value thereof. In the event of any such suspension, so the Company shall issue a public announcement (with prompt notice thereof to the Rights Agent) stating that each common stock equivalent delivered in lieu the exercisability of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights has been temporarily suspended.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionSection 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof, and (ii) shall include, without limitation, any Rights issued after the Distribution Date) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of its Subsidiariesthe Company, any employee benefit plan of the Company or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries entity holding Common Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24, evidence of which shall have been filed with the Rights Agent, and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect -------- ------- in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents Preferred Stock (or equivalent preferred stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock one-thousandth of a share of Preferred Stock (or equivalent preferred stock) for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and the voting rights of common stock equivalents the Preferred Stock pursuant to Section 3(A) of the terms thereofCertificate of Designation attached hereto as Exhibit A, so that each common stock the fraction of a share of Preferred Stock --------- (or equivalent preferred stock) delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock. (d) In the event that there shall not be sufficient shares of Common Stock or Preferred Stock issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional shares of Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of shares of Common Stock or to distribute certificates which evidence fractional shares of Common Stock. In lieu of such fractional shares of Common Stock, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Stock would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Stock. For the purposes of this subsection (e), the current market value of a whole share of Common Stock shall be the closing price per share of Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionShares Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d11(a)(ii)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange by first class mail to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 7(d11(a)(ii)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyThe Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each a share of Common Stock shall have essentially issuable upon the same dividend, liquidation and voting rights as one share exchange of Rights in accordance with Section 24(a) a number of shares of Preferred Stock (or Equivalent Preferred Stock) or fraction thereof such that the Current Market Price Per Share of the Preferred Stock multiplied by such number or fraction is equal to the Current Market Price Per Share of the Common Stock.

Exchange. (a) At any time after any Person becomes an Acquiring PersonThe Company, upon resolution of a majority of the Continuing Board of Directors may, at their its option, at any time after the first occurrence of a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to Section 7(d)7(e) hereof) for Units of Preferred Stock or shares of Company Common Stock (at the election of the Board of Directors at an exchange ratio of one Unit of Preferred Stock or one share of Company Common Stock Stock, as the case may be, per Right, as appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Company Common Stock aggregating 50% or more of the shares of Company Common Stock then outstanding. From and after the occurrence of a Section 13(a) Event, any Rights that theretofore have not been exchanged pursuant to this Section 34(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 34(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of a majority of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to Section 24(a34(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of Units of Preferred Stock or shares of Company Common Stock Stock, as the case may be, equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the Units of Preferred Stock or shares of Company Common Stock Stock, as the case may be, for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that the number of shares of Preferred Stock or Company Common Stock, as the case may be, which are authorized by the Company's Restated Certificate of Incorporation but not outstanding or reserved for issuance for purposes other than upon exercise of the Rights are not sufficient to permit any exchange of Rights as contemplated in accordance with this Section 34, the Company, upon a resolution of a majority of the Board of Directors, shall take all such action as may be necessary to authorize additional shares of Preferred Stock or Company Common Stock, as the case may be, for issuance upon exchange of the Rights or make adequate provision to substitute, in whole or in part, (1) cash, (2) other equity securities of the Company, (3) debt securities of the Company, (4) other assets, or (5) any combination of the foregoing, having an aggregate value for each Right to be exchanged equal to the per share market price of one Unit of Preferred Stock or share of Company Common Stock, as the case may be (determined pursuant to Section 11(d) hereof) as of the date of a Section 11(a)(ii) Event, where such aggregate value has been determined by a majority of the Board of Directors. (d) The Company shall not be required to issue fractions of Units of Preferred Stock or fractions of shares of Company Common Stock or to distribute certificates which evidence fractional Units or fractional shares. In lieu of issuing fractional Units or fractional shares, the Company may pay to the registered holders of Rights Certificates at the time such Rights are exchanged as herein provided an amount in cash equal to the same fraction of the current market price (determined pursuant to Section 11(d) hereof) of one Unit of Preferred Stock or one share of Company Common Stock, as the case may be, on the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.34

Exchange. (a) At 26.1. Notwithstanding any other provision hereof, the Board of Directors of the Corporation may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7.6 hereof) for shares of Common Stock of the Corporation at an exchange ratio determined by dividing the then- applicable exercise price of one the Rights determined under Section 7.2 by the "current per share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof market price" as defined in Section 11.4.1 (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding -------------- the foregoing, the Corporation's Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the CompanyCorporation, any Subsidiary of its Subsidiariesthe Corporation, any employee benefit plan of the Company Corporation or any of its Subsidiaries such Subsidiary, or any Person organized, appointed or established by the Company or any of its Subsidiaries Corporation for or pursuant to the terms of any such plan or any trustee, administrator or fiduciary of such a plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares representing 50% or more of the shares of Common Stock then outstandingVoting Power. (b) 26.2. Immediately upon the action of the Continuing Board of Directors electing to of the Corporation ordering the exchange of any Rights pursuant to Section 24(a) 26.1 and without any further action and without any notice, the right to exercise such Rights will rights shall terminate and thereafter the only right thereafter of a the holder of such Rights (other than a holder of Rights that have become null and void pursuant to the provisions of Section 7.6 hereof) shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly thereafter give public notice, and shall promptly give notice of such exchange to the Rights Agent and the holders Agent, of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, or any defect in, such -------- ------- notice shall not affect the validity of such exchange. The Corporation promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will shall state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7.6) held by each holder of Rights. (c) 26.3. In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for event that there shall not be sufficient shares of Common Stock exchangeable for Rightsissued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 26, at the initial rate of one common stock equivalent for each share Corporation shall take all such action as may be necessary to issue additional shares of Common Stock, Preferred Stock and/or Capital Stock Equivalents with an aggregate current market value (as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights determined by the Board of common stock equivalents pursuant Directors of the Corporation) equal to the terms thereof, so that each common stock equivalent delivered in lieu aggregate current market value of each share a number of shares of Common Stock shall have essentially equal to the same dividend, liquidation and voting rights as one share of Common StockExchange Ratio.

Exchange. (a) At Subject to applicable laws, rules and regulations, and subject to subsection (c) of this Section 24, the Company may, at its option, by action of the Board of Directors, at any time after any Person becomes an Acquiring Person, the occurrence of a majority of the Continuing Directors may, at their optionTriggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of (1) Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of Common Shares aggregating fifty percent (50% %) or more of the shares of Common Stock Shares then outstanding. From and after the occurrence of a Section 13 Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the action of the Continuing Board of Directors electing to ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange pursuant to of Rights as contemplated in accordance with subsection (a) of this Section 24, the CompanyCompany shall either take such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of a majority of the Board of Directors, with respect to each Right (i) pay cash in an amount equal to the Current Value (as hereinafter defined), in lieu of issuing Common Shares in exchange therefor, or (ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Value, in lieu of issuing Common Shares in exchange for each such Right, where the value of such securities shall be determined by an independent nationally recognized investment banking firm selected by majority vote of the Board of Directors, or (iii) deliver any combination of cash, property, Common Shares and/or other securities having a value equal to the Current Value in exchange for each Right. For purposes of this Section 24(c) only, the Current Value shall mean the product of the Current Per Share Market Price of Common Shares on the date the Board of Directors orders the exchange of any Rights pursuant to this Section 24(a), multiplied by the number of Common Shares for which the Right otherwise would be exchangeable if there were sufficient shares available. To the extent that the Company determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the Board of Directors may temporarily suspend the exercisability of the Rights for a period of up to sixty (60) days following the date the Board of Directors orders the exchange of any Rights pursuant to this Section 24(a), in order to seek any authorization of additional Common Shares and/or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof. In the event of any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, an amount in cash equal to the same fraction of the closing price of a whole Common Share (as determined pursuant to the second sentence of Section 1(j) hereof). (e) The Company may, at its option, may substitute common stock equivalents (by majority vote of the Board of Directors, at any time before any Person has become an Acquiring Person, exchange all or part of the then outstanding Rights for rights of substantially equivalent value, as defined determined reasonably and with good faith by the Board of Directors based upon the advice of one or more independent nationally recognized investment banking firms; provided that the advice of an investment banking firm will not be required if the Rights are exchanged for rights of substantially equivalent value issued by a successor corporation in Section 11(a)(iii)) a transaction in which all of the outstanding Common Shares of the Company are converted into, changed into or exchanged for shares of Common Stock exchangeable for Rights, at capital stock of such successor corporation. (f) Immediately upon the initial rate action of one common stock equivalent for each share the Board of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights Directors ordering the exchange of common stock equivalents any Rights pursuant to this Section 24(e) and without any further action and without any notice, the terms thereofright to exercise such Rights shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the Board of Directors in accordance with this Section 24(e). The Company shall give public notice of any such exchange; provided, so however, that each common stock equivalent delivered the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the transfer agent for the Common Shares of the Company. Any notice which is mailed in lieu the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of each share exchange will state the method by which the exchange of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common StockRights will be effected.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) or Section 7(e) hereof) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock share split, stock dividend share distribution or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) or Section 7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board may, at its option, at any time after the time that any Person becomes an Acquiring Person, a majority authorize the exchange of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d7(e)) for Units at an exchange ratio equal to two Units (or, in the discretion of the Board, two shares of Common Stock at an exchange ratio in lieu thereof or such lesser number of one share shares of Common Stock (but not less than one) as shall be determined by the Board) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the shares of Common Stock of the Company or the shares of Preferred Stock occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding The Board may, in connection with any exchange authorized pursuant to this Section 24(a), adopt procedures for the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan implementation of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstandingexchange transaction. (b) Immediately upon the action of the Continuing Directors electing to Board authorizing the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder the holders of such Rights shall be to receive that number of Units (or shares of Common Stock of the Company, as applicable) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the Units (or shares of Common Stock of the Company, as applicable) for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become null and void pursuant to the provisions of Section 7(d7(e)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may may, and to the extent there are an insufficient number of authorized shares of Preferred Stock not reserved for any other purpose to exchange all of the outstanding Rights shall substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock of the Company or Unit Equivalents for some or all of the Units exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock or Unit Equivalent for each Unit. (d) The Board shall have essentially not authorize any exchange transaction referred to in Section 24(a) unless at the same dividend, liquidation and voting rights as one share time such exchange is authorized there shall be sufficient shares of Preferred Stock (or shares of Common StockStock of the Company, as applicable) issued but not outstanding, or authorized but unissued, to permit the exchange of Rights as contemplated in accordance with this Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionShares Acquisition Date, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d11(a)(ii)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors of the Company shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Acquiring Person, becomes the Beneficial Owner of 50% or more of the voting power of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a), any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be only exercisable in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors of the Company may be made effective at such time, on such basis and with such conditions as the Board of Directors of the Company in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange by first class mail to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which that will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 7(d11(a)(ii)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyThe Company may, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each a share of Common Stock shall have essentially issuable upon the same dividend, liquidation and voting rights as exchange of Rights in accordance with Section 24(a) a number of shares of Preferred Stock (or equivalent preferred stock) or fraction thereof such that the Current Market Price Per Share of one share of Preferred Stock multiplied by such number or fraction is equal to the Current Market Price Per Share of one share of Common Stock.

Exchange. (a) At any time after any Person becomes an Acquiring PersonThe Board of Directors of the Company may, at its option (provided that there are then Independent Directors in office and a majority of the Continuing Independent Directors mayconcur), at their optionany time and from time to time on or after a Section 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant pur- suant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Class A Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly thereafter give notice of any such exchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to be exchanged in all such holders at each holder's last address as it appears upon the manner set forth in Section 26registry books of the Rights Agent; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Class A Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents shares of Preferred Stock (or Equivalent Preferred Stock, as such term is defined in Section 11(a)(iii)11(b) hereof) for shares of Class A Common Stock exchangeable for the Rights, at the initial rate of one common stock equivalent one-hundredth of a share of Preferred Stock (or Equivalent Preferred Stock) for each share of Class A Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting the dividend rights of common stock equivalents the Preferred Stock pursuant to the terms thereof. (d) In the event that there shall not be sufficient shares of Class A Common Stock or Preferred Stock issued, so but not outstanding, or authorized but unissued, to permit any exchange of Rights as contemplated in accordance with this Section 24 or that each common stock equivalent delivered any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Class A Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractional shares of Class A Common Stock or to distribute certificates which evidence fractional shares of Class A Common Stock pursuant to this Section 24. In lieu of each such fractional shares of Class A Common Stock, the Company shall pay to the regis- tered holders of the Right Certificates with regard to which such fractional shares of Class A Common Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole share of Class A Common Stock. For the purposes of this Section 24(e), the current market value of a whole share of Class A Common Stock shall be the closing price of a share of Class A Common Stock (as determined pursuant to the second sentence of Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (f) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any share of Class A Common Stock exchangeable for a Right (i) Common Stock Equivalents (ii) cash, (iii) debt securities of the Company, (iv) other assets, or (v) any combination of the foregoing, having an aggregate value which a majority of the Independent Directors and the Board of Directors of the Company shall have essentially determined in good faith to be equal to the same dividend, liquidation and voting rights as Current Market Price of one share of Class A Common StockStock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionSection 11(a)(ii) Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d7(e)) for shares Preferred Share Fractions (or, at the election of the Board (a "Section 24(a) Election"), Common Stock Shares) at an exchange ratio of one share of Preferred Share Fraction (or Common Stock Share, as the case may be) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights will terminate shall terminate, and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Preferred Share Fractions (or Common Stock Shares, as the case may be) equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give notice of such exchange to notify the Rights Agent and the holders give public notice of the Rights to be exchanged in the manner set forth in Section 26any such exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided in Section 26 shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of Preferred Share Fractions (or Common Shares, as the shares of Common Stock case may be) for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provision of Section 7(d7(e)) held by each holder of Rights. (c) If there are not sufficient Preferred Shares (or Common Shares, if applicable) issued but not outstanding or authorized but unissued to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Preferred Shares (or Common Shares, as the case may be) for issuance upon exchange of the Rights. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Shares or to distribute certificates which evidence fractional Common Shares or Preferred Shares, except in each case for fractions of Preferred Shares which are integral multiples of Preferred Share Fractions. In any lieu of such fractional Preferred Shares which are not integral multiples of Preferred Share Fractions, there shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Preferred Shares would otherwise be issuable, an amount in cash equal to the same fraction of the Current Market Value of a whole Preferred Share, as determined pursuant to the second sentence of Section 11(d)(ii), for the Trading Day immediately prior to the date of exchange pursuant to this Section 24. (e) If applicable, the CompanyCompany shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, at its optionthere shall be paid to the registered holders of the Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable, may substitute common stock equivalents (an amount in cash equal to the same fraction of the Current Market Value of a whole Common Share. For the purposes of this Section 24(e), the Current Market Value of a whole Common Share shall be as defined in determined pursuant to Section 11(a)(iii)11(d)(i) for shares the Trading Day immediately prior to the date of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents exchange pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockthis Section 24.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof of this Agreement (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), an Exempt Person) together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of Common Stock Shares then outstanding. (b) Immediately upon the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of outstanding and exercisable Rights (other than Rights which have become void pursuant to the provisions of Section 7(d11(a)(ii)) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares issued but not outstanding or authorized but unissued and unreserved to permit any exchange of Rights as contemplated in accordance with this Section 24, the Company shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take all such action as may be necessary to authorize such additional Common Shares, the Company shall substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares or fraction thereof such that the current per share market price of one Preferred Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as of the date of issuance of such Preferred Shares or fraction thereof. (d) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share. For the purposes of this paragraph (d), the current market value of a whole Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i)) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24, the Company, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents pursuant to the terms thereof, so that each common stock equivalent delivered in lieu of each share of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stock.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per each outstanding Right, as appropriately adjusted to reflect any stock split, reverse stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall is not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such Personits Related Persons, becomes the Beneficial Owner of 50% or more of the shares of Common Stock then outstanding. The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. From and after the occurrence of a Flip-Over Event, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) will thereafter be exercisable only in accordance with Section 13 hereof and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any or notice, the right to exercise such Rights will terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that a number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give (i) written notice of such exchange to the Rights Agent of any such exchange (and the holders of until such written notice is received by the Rights to be exchanged in Agent, the manner set forth in Section 26Rights Agent may presume conclusively that no such exchange has occurred); provided and (ii) public notice of any such exchange; provided, however, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. The Company promptly shall mail a notice of any such exchange to all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which that is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will shall be effected and, in the event of any partial exchange, the number of Rights which will that shall be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which that have become null and void pursuant to the provisions of Section 7(d)7(e) hereof) held by each holder of Rights. (c) In any The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Stock, as such term is defined in Section 11(b)) such that the Current Market Price of one share of Preferred Stock (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the Current Market Price of one share of Common Stock as of the date of such exchange. (d) Upon declaring an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 is not received by holders of Rights that have become null and void pursuant to Section 7(e) hereof. Before effecting an exchange pursuant to this Section 24, the CompanyBoard may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, at its option, may substitute common stock equivalents the Company shall enter into the Trust Agreement and the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all or a portion (as defined in Section 11(a)(iii)designated by the Board) for of the shares of Common Stock exchangeable for Rightsand other securities, at the initial rate of one common stock equivalent for each share of Common Stockif any, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents distributable pursuant to the Exchange, and all stockholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) shall be entitled to receive a distribution of such shares or other securities (and any dividends or distributions made thereon after the date on which such shares or other securities are deposited in the Trust) only from the Trust and solely upon compliance with all relevant terms thereof, so that each common stock equivalent delivered in lieu and provisions of each share the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock (or other such securities) in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including, without limitation, the identity of the Beneficial Owners thereof and their Related Persons (or former Beneficial Owners thereof and their Related Persons) as the Company reasonably requests in order to determine if such Rights are null and void. If any Person fails to comply with such request, the Company shall have essentially be entitled conclusively to deem the same dividend, liquidation Rights formerly held by such Person to be null and voting rights as one share void pursuant to Section 7(e) hereof and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common StockStock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange. (a) At The Board of Directors of the Company may, at its option, at any time after any Person first becomes an Acquiring Person, a majority of the Continuing Directors may, at their option, exchange all or part of the then then-outstanding and exercisable Rights (which shall not include Rights that have not become effective or that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock (or one-thousandth of a share of Series A Preferred Stock) per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect effectuate such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board of Directors may be made effective at such time, on such basis and with such conditions as the Board of Directors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Board of Directors electing to of the Company ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In any The Company may at its option substitute and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued (and unreserved) to permit an exchange pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany shall substitute to the extent of such insufficiency, at its option, may substitute common stock equivalents (as defined in Section 11(a)(iii)) for shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common StockStock that would otherwise be issuable upon exchange of a Right, a number of shares of Series A Preferred Stock or fraction thereof (or equivalent preferred shares as appropriately adjusted to reflect adjustments such term is defined in dividend, liquidation and voting rights of common stock equivalents Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Series A Preferred Stock (or equivalent preferred share) multiplied by such number or fraction is equal to the terms thereof, so that each common stock equivalent delivered in lieu current per share market price of each one share of Common Stock shall have essentially (determined pursuant to Section 11(d) hereof) as of the same dividend, liquidation and voting rights as one share date of Common Stocksuch exchange.

Exchange. (a) At The Board may, at its option, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionFlip-In Event, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring in respect of the Common Stock after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any an Acquiring Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such Person, becomes shall have become the Beneficial Owner of shares of Common Stock aggregating 50% or more of the shares of Common Stock then outstanding. From and after the occurrence of an event specified in Section 13(a) hereof, any Rights that theretofore have not been exchanged pursuant to this Section 24(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). The exchange of the Rights by the Board may be made effective at such time, on such basis and with such conditions as the Board in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Continuing Directors electing to Board ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 24 and without any further action and without any notice, the right to exercise such Rights will shall terminate and thereafter the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public notice of any such exchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26exchange; provided provided, however, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly mail a notice of any such exchange to all of the holders of the Rights so exchanged at their last addresses as they appear upon the registry books of the Rights Agent. Any notice which is mailed in the manner herein provided shall be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d)11(a)(ii) hereof) held by each holder of Rights. (c) In The Company may at its option substitute, and, in the event that there shall not be sufficient shares of Common Stock issued but not outstanding or authorized but unissued to permit an exchange of Rights for Common Stock as contemplated in accordance with this Section 24, the Company shall substitute to the extent of such insufficiency, for each share of Common Stock that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof (or Equivalent Preferred Shares, as such term is defined in Section 11(b)) such that the current per share market price (determined pursuant to Section 11(d) hereof) of one share of Preferred Stock (or Equivalent Preferred Share) multiplied by such number or fraction is equal to the current per share market price of one share of Common Stock (determined pursuant to Section 11(d) hereof) as of the date of such exchange. (d) Following the action of the Board ordering the exchange of any Rights pursuant to this Section 24, the Company may implement such procedures as it deems appropriate, in its sole discretion, for the purpose of ensuring that the shares of Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 are not received by holders of Rights that have become void pursuant to Section 11(a)(ii). Prior to effecting an exchange pursuant to this Section 24, the CompanyBoard may direct the Company to enter into a trust agreement in such form and with such terms as the Board shall then approve (the “Trust Agreement”). If the Board so directs, at its option, may substitute common stock equivalents the Company shall enter into the Trust Agreement and shall issue to the trust created by such agreement (the “Trust”) all or a portion (as defined in Section 11(a)(iii)designated by the Board) for of the shares of Common Stock exchangeable for Rights, at the initial rate of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents or such other securities issuable pursuant to the terms thereofexchange, so that each common stock equivalent delivered in lieu and all holders of each share Rights entitled to receive such shares of Common Stock or other securities shall have essentially the same dividend, liquidation and voting rights as one share be entitled to receive such shares of Common StockStock or other securities (and any dividends paid or distributions made thereon after the date on which such shares are deposited in the Trust) only from the Trust and solely upon compliance with the relevant terms and provisions of the Trust Agreement. Prior to effecting an exchange and registering shares of Common Stock or other such securities in any Person’s name, including any nominee or transferee of a Person, the Company may require (or cause the trustee of the Trust to require), as a condition thereof, that any holder of Rights provide evidence, including the identity of the Beneficial Owners thereof and their Affiliates and Associates (or former Beneficial Owners thereof and their Affiliates and Associates) as the Company shall reasonably request in order to determine if such Rights are void. If any Person shall fail to comply with such request, the Company shall be entitled conclusively to deem the Rights formerly held by such Person to be void pursuant to Section 11(a)(ii) and not transferable or exercisable or exchangeable in connection herewith. Any shares of Common Stock or other securities issued at the direction of the Board in connection herewith shall be validly issued, fully paid, and nonassessable shares of Common Stock or of such other securities (as the case may be), and the Company shall be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the shares so issued.

Exchange. (a) At The Company may, at its option and upon authorization of its Board of Directors, at any time after any Person becomes an Acquiring Person, a majority of the Continuing Directors may, at their optionShare Acquisition Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become void pursuant to the provisions of Section 7(d11(a)(ii)) for shares of Common Stock Shares at an exchange ratio of one share of Common Stock Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Any such exchange will be effective immediately upon the action of the Board ordering the same, unless such action of the Board expressly provides that such exchange will be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange will be effective in accordance with the provisions of such action of the Board). Notwithstanding the foregoing, the Board of Directors shall will not be empowered to effect such exchange at any time after any Person (other than the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries Related Person), who or any Person organized, appointed or established by the Company or any of its Subsidiaries for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the shares of then-outstanding Common Stock then outstandingShares. (b) Immediately upon the action effectiveness of the Continuing Directors electing to exchange of any Rights pursuant to as provided in Section 24(a) ), and without any further action and without any notice, the right to exercise such Rights will terminate and thereafter the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of shares of Common Stock Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the exchange of any Rights as provided in Section 24(a), the Company shall promptly thereafter will publicly announce such exchange and, within 10 calendar days thereafter, will give notice of such exchange to the Rights Agent and all of the holders of such Rights at their last addresses as they appear upon the registry books of the Rights to be exchanged in the manner set forth in Section 26Agent; provided provided, however, that the failure to give, or any defect in, such notice shall will not affect the validity of such exchange. Any notice which that is mailed in the manner herein provided shall will be deemed given, whether or not the holder receives the notice. Each such notice of exchange will state the method by which the exchange of the shares of Common Stock Shares for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged. Any partial exchange shall will be effected pro rata based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 7(d11(a)(ii)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute for any Common Share exchangeable for a Right (i) equivalent common stock equivalents shares (as defined such term is used in Section 11(a)(iii)), (ii) for shares cash, (iii) debt securities of Common Stock exchangeable for Rightsthe Company, at (iv) other assets, or (v) any combination of the initial rate foregoing, in any event having an aggregate value, as determined in good faith by the Board (whose determination will be described in a statement filed with the Rights Agent), equal to the current market value of one common stock equivalent for each share of Common Stock, as appropriately adjusted to reflect adjustments in dividend, liquidation and voting rights of common stock equivalents Share (determined pursuant to Section 11(d)) on the terms thereof, so that each common stock equivalent delivered in lieu Trading Day immediately preceding the date of each share the effectiveness of Common Stock shall have essentially the same dividend, liquidation and voting rights as one share of Common Stockexchange pursuant to this Section 24.