Common use of Exchange Clause in Contracts

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any 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 more than 50% of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time on or after any person becomes an Acquiring Personthe occurrence of a Flip-In 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 the provisions of Section 11(a)(ii) hereof2.5(c)) for shares of Common Shares Stock of the Company at an exchange ratio rate of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all the Affiliates and Associates of such personPerson, becomes shall have become the Beneficial Owner of 50.0% or more than 50% of the then outstanding shares of Common Shares then outstandingStock of the Company. (b) Immediately upon the after action of by the Board of Directors of the Company ordering directing the exchange of any Rights pursuant to Section 24(a) this Section, and without any further action and without any notice, the right to exercise such Rights shall terminate terminate, and the only right thereafter of a each registered holder of such Rights shall only be entitled to receive that the number of shares of Common Shares 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 give prompt written notice to the Rights Agent and prompt public notice to the holders of the Rights of any such exchange; provided, however, that the failure to give, or any defect in, any such notice shall not affect the validity of such exchange. The Within 15 Business Days after action by the Board directing the exchange of any Rights, the Company promptly shall mail (or cause the Rights Agent to mail) a notice of any such exchange to all of the holders each registered holder of such Rights Rights, at their its last addresses as they appear upon address appearing on the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the 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 Shares 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 2.5(c)); and, in such case, a new Rights Certificate evidencing the provisions of Section 11(a)(ii) hereof) held 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 24Section, the Company, at its option, may substitute Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereofEquivalent Preferred Shares) for some or all shares of the Common Shares exchangeable Stock in effecting an exchange for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit (or equivalent preferred stockEquivalent Preferred Share) for each share of Common ShareStock, as appropriate appropriately adjusted to reflect any adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereofCertificate of Designations attached hereto as EXHIBIT A, so that each the fractional Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same 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 shareholder approval thereof. (e) The Company shall not be required to issue fractions fractional shares of Common Shares or Preferred Share Units Stock in exchange for Rights or to distribute stock certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu If the Company shall determine not to issue fractional shares of such fractional Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates Rights with regard respect to which such fractional Common Shares or Preferred Share Units shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) Fair Market Value for the Trading Day immediately prior to the date of exchange pursuant to this Section 24such exchange) of one share of Common Stock.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either adjustment in the Preferred Shares or the Common Shares occurring after 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 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 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stocka security with substantially similar rights, as privileges, preferences, voting power and economic rights) such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (or equivalent preferred stockother such security) for each multiplied by such number or fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common StockShares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person Person first becomes an Acquiring Person, 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 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any 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 more than shares of Common Stock aggregating 50% or more of the shares of Common Shares 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 Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 shall mail a notice of any such exchange to all of the holders of such 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 Shares 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 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 optionfor each share of Common Stock that would otherwise be issuable upon exchange of a Right, may substitute a number of shares of Preferred Shares Stock or fraction thereof (or equivalent preferred stock, 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) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one share of Preferred Share Unit Stock (or equivalent preferred stockshare) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant multiplied by such number or fraction is equal to the terms thereof, so that each Preferred Share Unit delivered in lieu current per share market price of each one share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to as of the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 (i) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstandingoutstanding or (ii) the occurrence of an event specified in Section 13(a) hereof. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common Shares 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 11(a)(ii7(e) hereof) held by each holder of Rights. (c) Following the action of the Board of Directors ordering the exchange of any Rights pursuant to subsection (a) of this Section 24, the Company may implement such procedures in its sole discretion as it deems appropriate for the purpose of ensuring that the Common Stock (or such other consideration) issuable upon an exchange pursuant to this Section 24 not be received by holders of Rights that have become void pursuant to Section 7(e) hereof. In furtherance thereof, if so directed by the Company, shares of Common Stock (or other consideration) potentially issuable to holders of Rights upon an exchange pursuant to this Section 24, who have not verified to the satisfaction of the Company, in its sole discretion, that they are not Acquiring Persons, may be deposited in a trust established by the Company pending receipt of appropriate verification. To the extent that such trust is established, holders of Rights entitled to receive such shares of Common Stock (or other consideration) pursuant to an exchange pursuant to this Section 24 who have not previously received such shares of Common Stock (or other consideration) shall be entitled to receive such shares of Common Stock (or other consideration) (and any dividends paid or distributions made thereon after the date on which such Common Shares (or other consideration) are deposited in the trust) only from the trust and solely upon compliance with the relevant terms and provisions of the applicable trust agreement. (d) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares Stock (or equivalent preferred stockEquivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(b) 11 hereof) for some or all of the Common Shares Stock exchangeable for Rights, at the initial rate of one ten-thousandth of a share of Preferred Share Unit Stock (or equivalent preferred stockEquivalent Preferred Stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the same voting rights as one share of Common Stockdate hereof. (de) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dsubsection (f), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Persona Stock Acquisition Date (and, if the Distribution Date has not then occurred, after the Distribution Date), mandatorily exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that shall have become null and void and nontransferable pursuant to the provisions of Section 11(a)(ii11(a)(iii) hereof) for Common Shares consideration per Right consisting of one-half of the securities that would be issuable at an exchange ratio such time upon the exercise of one Common Share Right in accordance with Section 11(a) (the consideration issuable per Right, appropriately adjusted Right pursuant to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (such exchange ratio this Section 27 being hereinafter referred to as the "Exchange RatioConsideration"). The Board of Directors of the Company may, at its option, issue, in substitution for Preferred Stock, shares of Common Stock in an amount per whole share of Preferred Stock equal to the Formula Number (as defined in the Certificate of Designation) if there are sufficient shares of Common Stock issued but not outstanding or authorized but unissued. If the Board of Directors of the Company elects to exchange all the Rights for Exchange Consideration pursuant to this Section 27 prior to the physical distribution of the Rights Certificates, the Company may distribute the Exchange Consideration in lieu of distributing Right Certificates, in which case for purposes of this Rights Agreement holders of Rights shall be deemed to have simultaneously received and surrendered for exchange Rights Certificates on the date of such distribution. Notwithstanding the foregoing, the Board of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Companyan Exempt Person), any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner beneficial owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a27(a) hereof, and without any further action and without any notice, the right to exercise such Rights Right shall terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioConsideration. The Promptly after the action of Board of Directors ordering the exchange of any Rights pursuant to Section 27(a) hereof, the Company shall promptly publicly announce such action, and within ten calendar days thereafter 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 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; 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 Common Shares Rights for Rights the Exchange Consideration 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 null and void pursuant to the provisions of Section 11(a)(ii11(a)(iii) 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its optionoption and in its sole discretion, at any time after any person becomes an Acquiring Personthe 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or occurring in respect of the Common Shares occurring after the date hereof (such exchange ratio amount per Right 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 an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares 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 more than Common Shares of the Company aggregating 50% or more of the Common Shares 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 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 Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall promptly shall mail a notice of any such exchange to all of the holders of such 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 Common 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 PRO RATA based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 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 Common Shares authorized but unissued (or issued but not outstanding) to permit any 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 optionfor each Common Share that would otherwise be issuable upon exchange of a Right, may substitute a number of Preferred Shares or fraction thereof (or equivalent preferred stockEquivalent 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) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stockEquivalent Preferred Share) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares multiplied by such number or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash fraction is equal to the same fraction of the current per share market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to as of the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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(e) or Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of fifty percent (50%) or more than 50% of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 null and void pursuant to the provisions of Section 7(e) and Section 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Shares 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute Preferred be necessary to authorize such additional Common Shares, the Company shall substitute, for any Common Share that would otherwise be issuable upon exchange of a Right, (i) cash, (ii) Equivalent Common Shares (or equivalent preferred stock, as such term is defined in paragraph (a) of Section 11(b11 hereof), (iii) hereof) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets or (v) any combination of the initial rate of foregoing, in each case designed to have a value equal to one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required Following the action of the Board ordering the exchange of any Rights pursuant to issue fractions subsection (a) of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Unitsthis Section 24, the Company shall pay to may implement such procedures in its sole discretion as it deems appropriate (but which do not affect the registered holders rights, duties, liabilities or responsibilities of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereofRights Agent) for the Trading Day immediately prior to purpose of ensuring that the date of Common Shares (or such other consideration) issuable upon an exchange pursuant to this Section 2424 not be received by holders of Rights that have become null and void pursuant to Section 7(e) hereof, and provide reasonably prompt written notice thereof to the Rights Agent.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common 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 PRO RATA based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) common stock equivalents for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share Unit (or equivalent preferred stockan appropriate number of common stock equivalents) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (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 Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units 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 or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its -------- option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; provided, -------- however, that the failure to give, or any defect in, such notice will not affect ------- the validity of such exchange. Any notice which 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; provided, however, that the failure to give, or any defect in, such notice will not affect the validity of such exchange. Any notice which 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; provided, however, that the failure to give, or any defect in, such notice 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, exchange all or part of the then then-outstanding and exercisable Rights (which shall will not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange (with prompt written notice thereof to the Rights Agent) and, within 10 calendar days thereafter, will 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 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; provided, however, that the failure to give, or any defect in, such notice 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 Common 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 null and void pursuant to the provisions of Section 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, by resolution adopted at any time after any person Person becomes an Acquiring Person, provide that the Company shall 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 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 pursuant to 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, and the Company may, in the discretion of the Board of Directors of the Company, at its optionand shall, in the event the Company shall be unable to take all such action as may substitute be necessary to authorize such additional Common Shares, substitute, for each Common Share that would otherwise be issuable upon exchange of a Right, a number of Preferred Shares (or equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at -------- its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either adjustment in the Preferred Shares or the Common Shares occurring after 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 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 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stocka security with substantially similar rights, as privileges, preferences, voting power and economic rights) such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (or equivalent preferred stockother such security) for each multiplied by such number or fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common StockShares or fraction thereof (or other such security). (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Persona Triggering Event, exchange all or part of the then outstanding and exercisable Rights (which shall will not include Rights that have become void pursuant to the provisions of Section 11(a)(iiSECTION 7(E) hereof) for shares of Common Shares at an exchange ratio Stock, each Right being exchangeable for one share of one Common Share per RightStock, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares specified in SECTION 11(A)(I) occurring after the date hereof Record Date (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 Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, of its Subsidiaries or any Person or entity holding Common Shares organized, appointed or established by the Company for or pursuant to the terms of any such planPlan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(asubsection (a) 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 Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange RatioShares. The Company shall promptly 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 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 Common Shares 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 11(a)(iiSECTION 7(E) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Stock 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 Preferred Shares (be necessary to authorize additional Common Stock for issuance upon exchange of the Rights or equivalent preferred stock, as shall take such term is defined other action specified in Section 11(bSECTION 11(A)(III) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Share Units or Stock to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsStock. In lieu of such fractional Common Shares or Preferred Share Unitsshares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value Current Market Price of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dSUBSECTION (D), the current market value Current Market Value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price determined as 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 SECTION 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written 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 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 Common Shares 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 11(a)(ii7(e) 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 Stock (or equivalent preferred stockEquivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(b) 11 hereof) for some or all of the Common Shares Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Share Unit Stock (or equivalent preferred stockEquivalent Preferred Stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the same voting rights as one share of Common Stockdate 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 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 Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dsubsection (e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The Board of Directors of the Company may, at its optionoption (provided at the time of such election by the Board there are then in office not less than two Continuing Directors and such election is approved by a majority of the Continuing Directors then in office), at any time after any person Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include excluding Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for shares of Common Shares at an exchange ratio Stock, with each Right to be exchanged for such number of one shares of Common Share per Right, Stock as shall equal the result obtained by dividing (A) the Exercise Price by (B) the current Fair Market Value of a share of the Common Stock (determined pursuant to Section 11(d) hereof on the first occurrence of the event described in Section 11(a) (ii)) appropriately adjusted to reflect any stock split, stock dividend or a similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof thereafter (such exchange ratio being is 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of shares of Common Stock aggregating fifty percent (50%) or more than 50% of the shares of Common Shares Stock then outstanding. (b) Immediately upon the Board's action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights rights thereafter shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 an exchange. The Company promptly shall mail a notice of any such exchange to all of the registered holders of such the 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 accordance herewith 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 Common Shares 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 that have become void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rightsregistered Rights holder. (c) In the event that there are insufficient shares of Common Stock 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 Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) be necessary to authorize additional shares of Common Stock for some or all issuance upon exchange of the Rights. In the event the Company shall, after good faith effort, be unable to take such action to authorize such additional number of shares of Common Shares exchangeable Stock, the Company shall substitute, for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have that would otherwise be issuable upon the same voting rights as exchange of Rights, a number of shares of Preferred Stock or a fraction thereof so that the Fair Market Value of one share of Preferred Stock multiplied by such number or fraction is equal to the Fair Market Value of one share of Common StockStock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates certificates, with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value Fair Market Value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dparagraph (d), the current market value Fair Market Value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price (as defined in Section 11(d)) of a share of Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% a sixty percent (60%) of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common 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 PRO RATA based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) common stock equivalents for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share Unit (or equivalent preferred stockan appropriate number of common stock equivalents) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (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 Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units 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 or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 Board of Directors of the Company ordering the same, unless such action of the Board of 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 Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company Related Person or any such SubsidiaryExempt Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares of the Corporation at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation, or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 Corporation shall 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyCorporation, at its option, may substitute Preferred Shares (or equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have have, the same voting rights as one share of Common StockShare. (d) The Company In the event that there shall not be required to issue fractions of sufficient Common Shares or Preferred Share Units Shares issued but not outstanding or authorized but unissued to distribute certificates which evidence fractional permit any exchange of Rights as contemplated in accordance with this Section 24, the Corporation shall take all such action as may be necessary to authorize additional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders for issuance upon exchange of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 24Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe occurrence of 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 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding shares of Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the shares of Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Shares 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 11(a)(ii7(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 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 Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) be necessary to authorize additional shares of Common Stock for some or all 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 Common Shares exchangeable for RightsStock, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) Company shall substitute, for each Common ShareShare that would otherwise be issuable upon exchange of a Right, as appropriate adjusted to reflect adjustments in the voting rights a number of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share shares of Common Stock shall have or fraction thereof such that the same voting rights current per share market price of one Common Share multiplied by such number or fraction is equal to the current per share market price of one Common Share as one share of the date of issuance of such shares of Common StockStock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time and from time to time on or after any person becomes an Acquiring Persona 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 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (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 Subsidiary Board of the Company, any employee benefit plan of the Company or any such Subsidiary, or any 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 more than 50% of the Common Shares then outstandingDirectors in its sole discretion may establish. (b) Immediately upon the effectiveness of the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Promptly after the effectiveness of the action of the Board of Directors ordering an exchange of the Rights, the Company shall promptly give public notice of any such exchangeexchange to the Rights Agent and the holders of the then outstanding Rights by mailing such notice to all such holders at each holder's last address as it appears upon the registry books of the Rights Agent; provided, howeverHOWEVER, 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 Shares 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 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Shares Stock (or equivalent preferred stockEquivalent Preferred Stock, as such term is defined in Section 11(b) hereof) for some or all shares of the Common Shares Stock exchangeable for the Rights, at the initial rate of one one-thousandth of a share of Preferred Share Unit Stock (or equivalent preferred stockEquivalent Preferred Stock) for each share of Common ShareStock, as appropriate appropriately adjusted to reflect adjustments in the voting dividend rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same 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 or that any regulatory actions or approvals are required in connection therewith, the Company shall take all such action as may be necessary to authorize additional Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions fractional shares of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock pursuant to this Section 24. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units 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 Share or Preferred Share UnitsStock. For the purposes of this Section 24(d24(e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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 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 the Board of Directors of the Company shall have determined in good faith to be equal to the Current Market Price of one share of Common Stock (determined pursuant to Section 11(d) hereof) on the Trading Date immediately preceding the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common 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 PRO RATA based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) common stock equivalents for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share Unit (or equivalent preferred stockan appropriate number of common stock equivalents) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (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 Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units 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 or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of fifty percent (50%) or more than 50% of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common Shares 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 11(a)(ii7(e) 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 Stock (or equivalent preferred stockEquivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(b) 11 hereof) for some or all of the Common Shares Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Share Unit Stock (or equivalent preferred stockEquivalent Preferred Stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the same voting rights as one share of Common Stockdate 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 accordance with this Section 24, the shares of 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 Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dsubsection (e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The Board of Directors of the Company may, at its option, at any time after any person Person first becomes an Acquiring Person, 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 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares 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 action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held hold by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common Shares 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 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 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 Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted be necessary to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share authorize additional shares of Common Stock shall have for issuance upon exchange of the same voting rights as one share of Common StockRights. (d) The Company shall not be required to issue fractions of a share of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such shares of fractional Common Shares or Preferred Share Units 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 Share or Preferred Share UnitsStock. For the purposes of this Section 24(d), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, combination, recapitalization or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common Shares Stock for Rights will 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 11(a)(ii7(e) 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 Stock (or equivalent preferred stockEquivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(b) 11 hereof) for some all or all a portion of the Common Shares Stock exchangeable for Rights, at the initial rate of one one-thousandth of a share of Preferred Share Unit Stock (or equivalent preferred stockEquivalent Preferred Stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have Stock, as appropriately adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and other similar transactions occurring after the same voting rights as one share date of Common Stockthis Agreement. (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 Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dsubsection (e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The Board of Directors of the Company General Partner may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares Units at an exchange ratio of one Common Share per RightUnit for each two Common Units for which each Right is then exercisable pursuant to the provisions of Section 11(a)(ii), appropriately adjusted to reflect any stock unit split, stock dividend unit distribution or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (such exchange ratio being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Board of Directors General Partner shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planExempt Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Units then outstanding. The exchange of the Rights by the General Partner may be made effective at such time and on such basis and with such conditions as the General Partner in its sole discretion may establish. (b) Immediately upon the action of the Board of Directors of the Company General Partner 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares Units equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Partnership shall promptly 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 Partnership 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 Common Shares Units 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 11(a)(ii) hereof) held by each holder of Rights. (c) In If there are not sufficient Common Units issued but not outstanding, or authorized but unissued, on the Exchange Date to permit any exchange pursuant to this of Rights as contemplated in accordance with Section 24, the Company, at its option, Partnership shall either take all such action as may substitute Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) be necessary to authorize additional Common Units for some or all issuance upon exchange of the Common Shares exchangeable for RightsRights or alternatively, at the initial rate option of one Preferred Share Unit the General Partner, with respect to each Right (i) pay cash in an amount equal to the Current Market Value (as defined below), in lieu of issuing Common Units in exchange therefor, or equivalent preferred stock(ii) issue debt or equity securities or a combination thereof, having a value equal to the Current Market Value, in lieu of issuing Common Units in exchange for each such Right, where the value of such securities shall be determined by a nationally recognized investment banking firm selected by the General Partner, or (iii) deliver any combination of cash, property, Common ShareUnits and/or other securities having a value equal to the Current Market Value in exchange for each Right. For purposes of this Section 24(c) only, as appropriate adjusted to reflect adjustments in the voting rights Current Market Value shall mean the product of the Preferred Stock current per unit market price of Common Units (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 Units for which the Right otherwise would be exchangeable if there were sufficient units available. To the extent that the Partnership determines that some action need be taken pursuant to clauses (i), (ii) or (iii) of this Section 24(c), the General Partner 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 Units 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 Partnership shall issue a public announcement stating that each Preferred Share Unit delivered in lieu the exercisability of each share of Common Stock shall have the same voting rights as one share of Common StockRights has been temporarily suspended. (d) The Company Partnership shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates or make Book Entries which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company Partnership shall pay issue to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount additional Common Unit, if necessary, determined in cash equal to the same fraction accordance with Section 14 hereof. (e) The General Partner may, at its option, at any time before any Person has become an Acquiring Person, exchange all or part of the current market value then outstanding Rights for rights of a whole Common Share substantially equivalent value, as determined reasonably and with good faith by the General Partner, based upon the advice of one or Preferred Share Units. For more nationally recognized investment banking firms. (f) Immediately upon the purposes action of the General Partner ordering the exchange of any Rights pursuant to subsection (e) of this Section 24(d)24 and without any further action and without any notice, the current market value right to exercise such Rights shall terminate and the only right thereafter of a whole Common Share or Preferred Share Unit, holder of such Rights shall be to receive that number of rights in exchange therefor as has been determined by the closing price General Partner in accordance with subsection (e) above. The Partnership 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 Partnership shall mail a Common Share (notice of any such exchange to all of the holders of such Rights at their last addresses as determined pursuant to they appear upon the second sentence registry books of Section 11(d)(i) hereof) the transfer agent for the Trading Day immediately prior to Units of the date Partnership. 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempted Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than Voting Securities of the Company then outstanding representing 50% or more of the Common Shares then outstandingVoting Power of the Company. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares 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 give make a public notice announcement of any such exchange; provided, however, that the failure to make, or any defect in, such public announcement shall not affect the validity of such exchange. Promptly after the action of the Board of Directors ordering the exchange of the Rights becoming effective, the Company shall provide notice of such exchange to the Rights Agent and all of the holders of the then outstanding Rights in accordance with Section 25 hereof (provided 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 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 Shares 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 11(a)(ii7(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 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 shares of the applicable class or series of Common Stock for issuance upon exchange of the Rights. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 Shares Stock or fraction thereof (or equivalent preferred stock, as such term is defined in subject to Section 11(b14(b) hereof) for some or all such that the Current Market Price per share of the Common Shares exchangeable for Rights, at the initial rate applicable series of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant multiplied by such number or fraction is equal to the terms thereof, so that each Preferred Share Unit delivered in lieu Current Market Price per share of each share such class or series of Common Stock shall have as of the same voting rights as one share date of Common Stockissuance 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 Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value Current Market Price per share of a whole the applicable class or series of Common Share or Preferred Share Units. For the purposes Stock as of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 record date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe earlier of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof11 (a)(ii)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company Related Person or any such SubsidiaryExempt Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange (with prompt written notice thereof to the Rights Agent) and, within 10 calendar days thereafter, will 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 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; provided, however, that the failure to give, or any defect in, such notice 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 Common 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 11(a)(ii) hereof11 (a)(ii)) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute Preferred Shares for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24. (d) Upon declaring an exchange pursuant to this Section 24, or as promptly as reasonably practicable thereafter, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement (the “Trust Agreement”) in substantially the form attached hereto as Annex I, with such modifications as may be approved by the Board of Directors of the Company, with such person, acting as trustee, as may be determined by the Board of Directors of the Company. If the Board of Directors of the Company so directs the Company to enter into the Trust Agreement, at the Effective Time (as defined in the Trust Agreement), the Company shall issue to the trust created by the Trust Agreement (the “Trust”) Common Shares and other securities, if any, distributable pursuant to such exchange (which, for the avoidance of doubt, shall not include any shares or other securities distributed pursuant to the Initial Distribution (as defined in the Trust Agreement)), along with any dividends or distributions made on such shares or other securities after the Effective Time (as defined in the Trust Agreement), and all stockholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the Effective Time (as defined in the Trust Agreement)) shall be entitled to receive distribution of such shares or other securities (and any dividends or distributions made thereon after the Effective Time (as defined in the Trust Agreement)) from the Trust solely upon compliance with all relevant terms and provisions of the Trust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder holders of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written 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 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 Common 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 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (c), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, recapitalization or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 null and void pursuant to the provisions of Section 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 equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (d) The Company Board of Directors shall not authorize any exchange transaction referred to in Section 24(a) hereof unless at the time such exchange is authorized there shall be required to issue fractions of sufficient Common Shares and/or Preferred Shares issued but not outstanding, or Preferred Share Units or authorized but unissued, to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu permit the exchange of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates Rights as contemplated in accordance with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 Sec- tion 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect re- flect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding Notwith- standing 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 ex- change will state the method by which the exchange of the Common Com- mon 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 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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.ex-

Exchange. (a) The Board of Directors of the Company may, at -------- its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 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 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section section 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Agentin accordance with Section 26 hereof. 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 Common 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 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 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares upon any exchange of Rights as contemplated in accordance with this Section 24 or Preferred Share Unitsupon any exercise of Rights as contemplated in accordance with Section 11(a)(ii) hereof. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, 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 2424 or the date of exercise pursuant to Section 11(a)(ii) hereof.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares of the Corporation at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of 10% or more than 50% of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation 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 shall terminate terminate, and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 Corporation shall 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyCorporation, at its option, may substitute Preferred Shares (or equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (d) The Company In the event that there shall not be required to issue fractions of sufficient Common Shares issued but not outstanding or Preferred Share Units or authorized but unissued to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu permit any exchange of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates Rights as contemplated in accordance with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person first becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately approximately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 (1) after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than Common Shares aggregating 50% or more of the Common 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 effectiveness of the action of the Board of Directors of the Company Corporation 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company Corporation shall promptly shall mail a notice of any such exchange to all of the holders of such 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In any The Corporation may at its option and in the event that there shall not be sufficient Common Shares 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 CompanyCorporation shall substitute to the extent of such insufficiency, at its optionfor each Common Share that would otherwise be issuable upon exchange of a Right, may substitute a number of Preferred Shares or fraction thereof (or equivalent preferred stock, 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) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares multiplied by such number or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash fraction is equal to the same fraction of the current per share market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to as of the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company -------- may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (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 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 Common 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 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 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company Board, by majority vote, may, at its option, at any time after any person Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions for shares of Section 11(a)(ii) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (such exchange ratio ratio, as the same may be so adjusted from time to time, 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 (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any such Subsidiary, or (iv) any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common Shares 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 void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the Company, at its option, may substitute shares of Preferred Shares Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereofshares of Equivalent Preferred Stock) for some or all shares of the Common Shares Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Share Unit Stock (or equivalent preferred stockshare of Equivalent Preferred Stock) for each share of Common ShareStock, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the shares of Preferred Stock pursuant to the terms thereof, so that each the fraction of a share of Preferred Share Unit Stock delivered in lieu of each share of Common Stock shall have the same 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 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 Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the each registered holders holder of the Right Certificates a Rights Certificate with regard to which such a fractional share of Common Shares or Preferred Share Units 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 Share or Preferred Share UnitsStock. For the purposes of this Section 24(dparagraph (e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price Closing Price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then then-outstanding. (b) Immediately upon the action of the Board of Directors of the Company ordering the exchange of any Rights pursuant to Section 24(a) of this Agreement 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 Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 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 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such which fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Special Committee, so long as the Special Committee is in existence and, thereafter, the Board of Directors of the Company may, at its option, at any time after any person Person first becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Ordinary Shares (or shares of Junior Preferred Stock) at an exchange ratio of one Common Ordinary Share (or one-hundredth of a share of Junior Preferred Stock) per RightRight or one ADS per three Rights, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (such exchange ratio amount per Right being hereinafter referred to as the "“Exchange Ratio"”). Notwithstanding the foregoing, the Special Committee, so long as the Special Committee is in existence and, thereafter, 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 Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any 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 more than Ordinary Shares aggregating 50% or more of the Common Ordinary Shares 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 Special Committee, so long as the Special Committee is in existence and, thereafter, the Board may be made effective at such time, on such basis and with such conditions as the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board in its sole discretion may establish. Following the action of the Special Committee, so long as the Special Committee is in existence and, thereafter, 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 Ordinary Shares (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 11(a)(ii). Before effecting an exchange pursuant to this Section 24, the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board may direct the Company to enter into a Trust Agreement in such form and with such terms as the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board shall then approve (the “Trust Agreement”). If the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board so directs, 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 designated by the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board) of the Ordinary Shares (or shares of Junior Preferred Stock) issuable pursuant to the exchange, and all holders of Rights entitled to receive such shares pursuant to the exchange shall be entitled to receive such shares (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 and this Rights Agreement. Prior to effecting an exchange and registering Ordinary Shares (or shares of Junior Preferred Stock) 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 (or former Beneficial Owners thereof) as the Company shall reasonably request in order to determine if such Rights are null and 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 null and void pursuant to Section 11(a)(ii) and not transferable or exercisable or exchangeable in connection herewith. Any Ordinary Shares or shares of Junior Preferred Stock issued at the direction of the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board in connection herewith shall be validly issued, fully paid and nonassessable Ordinary Shares or shares of Junior Preferred Stock (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. (b) Immediately upon the effectiveness of the action of the Special Committee, so long as the Special Committee is in existence and, thereafter, the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Ordinary Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give (i) written notice to the Rights Agent of any such exchange and (ii) 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 shall mail a notice of any such exchange to all of the holders of such 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 Common Ordinary 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 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 Ordinary Shares 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 optionfor each Ordinary Share or ADS that would otherwise be issuable upon exchange of a Right, may substitute a number of shares of Junior Preferred Shares Stock or fraction thereof (or equivalent preferred stock, 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) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one share of Junior Preferred Share Unit Stock (or equivalent preferred stockshare) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant multiplied by such number or fraction is equal to the terms thereof, so that each Preferred Share Unit delivered in lieu current per share market price of each share of Common Stock shall have the same voting rights as one share of Common Stock. Ordinary Shares (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to as of the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares of the Corporation at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 CompanyCorporation, any Subsidiary of the CompanyCorporation, Bagerdjian, any employee benefit plan of the Company Corporation or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation 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 shall terminate terminate, and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 Corporation shall 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyCorporation, at its option, may substitute Preferred Shares (or equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (d) The Company In the event that there shall not be required to issue fractions of sufficient Common Shares issued but not outstanding or Preferred Share Units or authorized but unissued to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu permit any exchange of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates Rights as contemplated in accordance with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one 1 Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either adjustment in the Preferred Shares or the Common Shares occurring after 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 Corporation shall not be empowered to effect such exchange at any time after any Person (other than the CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation or any such Subsidiary, or any entity (including any trustee) holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 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 state the method by which the exchange of the Common 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 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 pursuant to of Rights as contemplated in accordance with this Section 24, the Company, at its option, Corporation shall use commercially reasonable efforts to take all such action as may substitute Preferred be necessary to authorize additional Common Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all issuance upon exchange of the Rights. In the event the Corporation shall be unable to take all such action as may be necessary to authorize such additional Common Shares exchangeable for RightsShares, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) Corporation shall substitute, for each Common ShareShare 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 1 Preferred Share multiplied by such number or fraction is equal to the current per share market price of 1 Common Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company Corporation shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company Corporation shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 Board of Directors of the Company ordering the same, unless such action of the Board of 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 Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; provided, however, that the failure to give, or any defect in, such notice 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either adjustment in the Preferred Shares or the Common Shares occurring after 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 null and void pursuant to the provisions of Section 11(a)(ii) hereof) held by each holder of Rights. (c) In Following the action of the Board of Directors of the Company 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 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 11(a)(ii). Before effecting an exchange pursuant to this Section 24, the Board of Directors of the Company may direct the Company to enter into a Trust Agreement in such form and with such terms as the Board of Directors of the Company shall then approve (the “Trust Agreement”). If the Board of Directors of the Company so directs, 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 designated by the Board of Directors of the Company) of the shares of Common Stock (or other securities) issuable pursuant to the exchange, and all holders of Rights entitled to receive such shares or securities pursuant to the exchange shall be entitled to receive such shares or 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, without limitation, 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 null and 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 null and 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 its optionthe direction of the Board of Directors of the Company in connection herewith shall be validly issued, fully paid and nonassessable shares of Common Stock or of such other securities (as the case may substitute 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. (d) 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 equivalent preferred stocka security with substantially similar rights, as privileges, voting power and economic rights) or fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (or equivalent preferred stocksuch other security) for each multiplied by such number or fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares (or such other security) or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (de) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such personAcquiring Person, becomes the Beneficial Owner of more than shares of Common Stock representing 50% or more of the shares of Common Shares 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). (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give (i) written notice to the Rights Agent of any such exchange and (ii) 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 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 Shares 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 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In If there are not sufficient shares of Common Stock 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 shall take all such action as may be necessary to authorize additional shares of Common Stock for issuance upon exchange of the Rights. If the Company, at its optionafter good faith effort, is unable to take all such action as may be necessary to authorize such additional shares of Common Stock, the Company shall substitute Units of Series B Preferred Shares Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereofEquivalent Preferred Stock) for some or all of the Common Shares Stock exchangeable for Rights, at the initial rate of one Unit of Series B Preferred Share Unit Stock (or equivalent preferred stockEquivalent Preferred Stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have Stock, as appropriately adjusted to reflect stock splits, stock dividends, and other similar transactions after the same voting rights as one share of Common Stockdate hereof. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable Upon declaring an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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, or as promptly as reasonably practicable thereafter, the Board may direct the Company to enter into a Trust Agreement (the “Trust Agreement”) in substantially the form attached hereto as Exhibit D. If the Board so directs the Company to enter into the Trust Agreement, at the Exchange Effective Time (as defined in the Trust Agreement), the Company shall issue to the trust created by the Trust Agreement (the “Trust”) all of the shares of Common Stock and other securities, if any, distributable pursuant to the Exchange (which, for the avoidance of doubt, shall not include any shares or other securities distributed pursuant to the Initial Distribution (as defined in the Trust Agreement)), along with any dividends or distributions made on such shares or other securities after the Exchange Effective Time (as defined in the Trust Agreement), and all stockholders entitled to distribution of such shares or other securities (and any dividends or distributions made thereon after the Exchange Effective Time (as defined in the Trust Agreement)) shall be entitled to receive a distribution of such shares or other securities (and any dividends or distributions made thereon after the Exchange Effective Time (as defined in the Trust Agreement)) from the Trust solely upon compliance with all relevant terms and provisions of the Trust Agreement.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii11 (a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common 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 11(a)(ii11 (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 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. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i11 (d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii4(b) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either adjustment in the Preferred Shares or the Common Shares occurring after 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common Shares 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 PRO RATA based on the number of Rights (other than Rights which have become void pursuant to the provisions of Section 11(a)(ii4(b) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Stock 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 Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) be necessary to authorize additional Common Stock for some or all 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 exchangeable Stock, the Company shall substitute, for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fraction thereof such that the same voting rights as current per share market price of one share of Preferred Stock multiplied by such number or fraction is equal to the current per share market price of one share of Common StockStock as of the date of issuance of such shares of Preferred Stock or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units 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 Share or Preferred Share UnitsStock. For the purposes of this Section 24(dparagraph (d), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a the Common Share 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) The Company's Board of Directors of the Company mayDirectors, at its option, at any time after any person becomes an Acquiring Personthe occurrence of a Section 11(a)(ii) Event, may exchange all or part of the then outstanding and exercisable Rights (which shall will not include Rights that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend dividend, or similar transaction involving either the Preferred Shares or the Common Shares 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 may not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Company's Board of Directors of the Company ordering the exchange of any Rights pursuant to subsection (a) of this Section 24(a) 25, and without any further action and without any notice, the right to exercise such Rights shall will terminate and the only right thereafter of a holder of such Rights shall will be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall will promptly give 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 will 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 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 Common 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 will be effected pro rata based on the number of Rights (other than Rights which that have become void pursuant to the provisions of Section 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In If there are not 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 2425, the CompanyCompany will 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 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 equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall will not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which that evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall will pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (e), the current market value of a whole Common Share or Preferred Share Unit, shall will 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 2425.

Exchange. (a) The Board of Directors of the Company mayCompany, at its option, upon approval by a majority of the Continuing Directors, at any time after any person Person becomes an Acquiring Person, may 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 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 equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (d) The Company In the event that there shall not be required to issue fractions of sufficient Common Shares or Preferred Share Units Shares issued but not outstanding or authorized but unissued to distribute certificates which evidence fractional 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 or Preferred Share Units. In Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board of Directors, upon approval by a majority of the Continuing Directors, with respect to each Right (i) pay cash in an amount equal to the Purchase Price, in lieu of such fractional issuing Common Shares or Preferred Share UnitsShares in exchange therefor, the Company shall pay or (ii) issue debt or equity securities, or a combination thereof, having a value equal to the registered holders Current Value (as hereinafter defined) of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise Shares exchangeable for each such Right, where the value of such securities shall be issuable an amount in cash determined by a nationally recognized investment banking firm selected by the Board of Directors, upon approval by a majority of the Continuing Directors, or (iii) deliver any combination of cash, property, Common Shares, Preferred Shares and/or other securities having a value equal to the same fraction Current Value in exchange for each Right. The term "Current Value", for the purposes of this Section 24, shall mean the product of the current per share market value price of a whole Common Share 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 Preferred Share Units. For the purposes (iii) of this Section 24(d), the current market value Board of Directors, upon approval by a whole majority of the Continuing 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 Share Shares or Preferred Share Unit, shall Shares and/or to decide the appropriate form of distribution to be the closing price of a Common Share (as determined made pursuant to the second sentence above provision and to determine the value thereof. In the event of Section 11(d)(i) hereof) for any such suspension, the Trading Day immediately prior to Company shall issue a public announcement stating that the date exercisability of exchange pursuant to this Section 24the Rights has been temporarily suspended.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Voting Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Voting Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common Shares 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 11(a)(ii7(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 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 Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted be necessary to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share authorize additional shares of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders for issuance upon exchange of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 24Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common 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 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 equivalent preferred stockEquivalent Preferred Shares, as such term is defined in paragraph (b) of Section 11(b) 11 hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one ten-thousandth of a Preferred Share Unit (or equivalent preferred stockEquivalent Preferred Stock) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in stock splits, stock dividends and other similar transactions after the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stockdate hereof. (d) 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. (e) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (e), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution Date, 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the "Exchange RatioEXCHANGE RATIO"). Any such exchange shall be effective immediately upon the action of the Board of Directors of the Company ordering the same, unless such action of the Board of Directors of the Company expressly provides that such exchange shall be effective at a subsequent time or upon the occurrence or nonoccurrence of one or more specified events (in which case such exchange shall be effective in accordance with the provisions of such action of the Board of Directors of the Company). 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 the Company, any employee benefit plan of the Company Related Person or any such SubsidiaryExempt Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall be to receive that number of Common 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 publicly announce such exchange (with prompt written notice thereof to the Rights Agreement) and, within 10 calendar days thereafter, 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 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; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice shall not affect the legality or validity of such exchange. 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 Common 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 null and void pursuant to the provisions of Section 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination shall be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The At any time after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereofhereof and (ii) shall include, without limitation, any Rights issued after the Distribution Date in connection with the exercise of options pursuant to any employee benefit plan of the Company or any Subsidiary of the Company) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Companyits Subsidiaries, any employee benefit plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Common Shares 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 personPerson, becomes the Beneficial Owner of more than 50% or more of the shares of Common Shares Stock 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 exercised only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights shall will 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 Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public written notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; providedPROVIDED, howeverHOWEVER, 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 Shares 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 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 Common Stock Equivalents (or equivalent preferred stock, as such term is defined in Section 11(b) hereof11(a)(iii)) for some or all shares of the Common Shares Stock exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) Common Stock Equivalent for each share of Common ShareStock, as appropriate appropriately adjusted to reflect adjustments in the dividend, liquidation and voting rights of the Preferred Common Stock Equivalents pursuant to the terms thereof, so that each Preferred Share Unit 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 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 Shares or Preferred Share Units Stock or to distribute certificates which that evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall may pay to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(d24(e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price per share of a Common Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice will not affect the validity of such exchange. Any notice which 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person first becomes an Acquiring Person, 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 11(a)(ii) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 55 53 such exchange at any time after any an Acquiring Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any 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 more than shares of Common Stock aggregating 50% or more of the shares of Common Shares 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 Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 shall mail a notice of any such exchange to all of the holders of such 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 Shares 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 11(a)(ii) hereof) held by each holder of Rights.. 56 54 (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 pursuant to of Rights as contemplated in accordance with this Section 24, the CompanyCompany shall substitute to the extent of such insufficiency, at its optionfor each share of Common Stock that would otherwise be issuable upon exchange of a Right, may substitute a number of shares of Preferred Shares Stock or fraction thereof (or equivalent preferred stock, 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) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one share of Preferred Share Unit Stock (or equivalent preferred stockshare) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant multiplied by such number or fraction is equal to the terms thereof, so that each Preferred Share Unit delivered in lieu current per share market price of each one share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to as of the date of exchange pursuant to this Section 24such exchange.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares of the Corporation at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 CompanyCorporation, any Subsidiary of the CompanyCorporation, any employee benefit plan of the Company Corporation, or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 Corporation shall 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyCorporation, at its option, may substitute Preferred Shares (shares of preferred stock of the Corporation or equivalent preferred stock, that principal amount of debt securities of the Corporation per Right as the Board of Directors in good faith determines to have a market value equal at the time of such term is defined in Section 11(b) hereof) for some or all exchange to the market value of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) issuable in exchange for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common StockRight. (d) The Company In the event that there shall not be required to issue fractions of sufficient Common Shares issued but not outstanding or Preferred Share Units or authorized but unissued to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu permit any exchange of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates Rights as contemplated in accordance with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares Stock at an exchange ratio of one Common Share Stock shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or of any such Subsidiary, or of any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common Shares 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 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 Stock (or equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares Stock exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit Stock shares (or equivalent preferred stockshare) for each Common ShareStock shares, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit Stock shares delivered in lieu of each share of Common Stock shares shall have the same voting rights as one share of Common StockStock shares. (d) In the event that there shall not be sufficient 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 use its best efforts to cause all such action to be taken as may be necessary to authorize additional Common Stock or Preferred Stock for issuance upon exchange of the Rights. (e) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsStock. In lieu of such fractional Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units Stock would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsStock shares. For the purposes of this Section 24(dparagraph (e), the current market value of a whole Common Share or Preferred Share Unit, Stock share shall be the closing price of a Common Share Stock 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) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, exchange all or any part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share of the Company per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, Subsidiary or any entity holding Common Shares for trustee or pursuant fiduciary with respect to the terms of any such planplan acting in such capacity), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, that the failure to give, or any defect in, such notice shall not affect the validity of such exchange. The Company shall 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 Common 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 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 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 Preferred be necessary to authorize additional Common Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all issuance upon exchange of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, of the Company shall be the closing price of a Common Share of the Company (as determined pursuant to the second sentence and third sentences of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of 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 of the Company, at any time after any person becomes an Acquiring Personthe occurrence of a Triggering 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 11(a)(ii7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan)Acquiring Person, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company 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 shall terminate and the only right thereafter of a holder the holders of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange with prompt written 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 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 Common 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 11(a)(ii7(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 of Rights as contemplated in accordance with Section 24(a), the Company shall either take such action as may be necessary to this Section 24authorize additional Common Shares for issuance upon exchange of the Rights or alternatively, at the option of the Board of Directors of the Company, at its optionwith 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 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 24(c), the Board of Directors of the Company may substitute Preferred Shares temporarily suspend the exercisability of the Rights for a period of up to sixty (or equivalent preferred stock, as such term is defined 60) days following the date on which the event described in Section 11(b24(a) hereof) for some or all shall have occurred, in order to seek any authorization of the additional Common Shares exchangeable for Rights, at and/or to decide the initial rate appropriate form of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted distribution to reflect adjustments in the voting rights of the Preferred Stock 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 stating that each Preferred Share Unit delivered in lieu the exercisability of each share of Common Stock shall have the same voting rights as one share of Common StockRights has been temporarily suspended, with prompt written notice thereof to the Rights Agent. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 11(d)(i1(j) hereof). (e) The Company may, at its option, by majority vote of the Board of Directors of the Company, 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 of the Company 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 has been determined by the Board of Directors of the Company in accordance with subsection 24(e) above. The Company shall give public notice of any such exchange and shall provide the Rights Agent with a copy of such notice; 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 Trading Day immediately prior Common Shares of the Company, with prompt written notice thereof to the date 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 pursuant to this Section 24will state the method by which the exchange of the Rights will be effected.

Exchange. ‌ (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors of the Company 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchangeexchange (with prompt written 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 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 Common Shares 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 11(a)(ii7(e) 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 Stock (or equivalent preferred stockEquivalent Preferred Stock, as such term is defined in paragraph (b) of Section 11(b) 11 hereof) for some or all of the Common Shares Stock exchangeable for Rights, at the initial rate of one one- thousandth of a share of Preferred Share Unit Stock (or equivalent preferred stockEquivalent Preferred Stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have Stock, as appropriately adjusted to reflect stock splits, stock dividends and other similar transactions after the same voting rights as one share of Common Stockdate 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 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 Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company there shall pay be paid to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dsubsection (e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one Common Share share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares Voting Stock then outstanding, but may effect such exchange as of and simultaneously with such Person becoming, together with its Affiliates and Associates, the Beneficial Owner of 50% or more of the Voting 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 27(a) shall thereafter be exercisable only in accordance with Section 13 and may not be exchanged pursuant to this Section 27(a). (b) Immediately upon the action of the Board of Directors of the Company Corporation ordering the exchange of any Rights pursuant to paragraph (a) of this Section 24(a) 27 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 shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 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 state the method by which the exchange of the shares of Common Shares 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 11(a)(ii7(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 pursuant to of Rights as contemplated in accordance with this Section 2427, the Company, at its option, may Corporation shall substitute Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereofextent of such insufficiency, so that each Preferred Share Unit delivered in lieu of for each share of Common Stock shall have that would otherwise be issuable upon exchange of a Right, a number of shares of Preferred Stock or fractions thereof having an aggregate Fair Market Value equal to the same voting rights as Fair Market Value of one share of Common StockStock as of the date any Person becomes an Acquiring Person. (d) The Company Corporation shall not be required to issue fractions of shares of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional Common Shares or Preferred Share Unitsshares. In lieu of such fractional Common Shares or Preferred Share Unitsshares, the Company Corporation shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units 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 Share or Preferred Share UnitsStock. For the purposes of this Section 24(dparagraph (d), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) Stock for the Trading Day immediately prior to the date of exchange pursuant to this Section 2427.

Exchange. (a) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person first becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately approximately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 (1) after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planan Exempt Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than Common Shares aggregating 50% or more of the Common 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 effectiveness of the action of the Board of Directors of the Company Corporation 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 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 Common 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 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company (including without limitation the Employee Plans) or of any such Subsidiary, or of any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common 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 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 equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (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 use its best efforts to cause all such action to be taken 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 Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (e), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company Corporation may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares of the Corporation at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 CompanyCorporation, any Subsidiary of the CompanyCorporation, the Ventek Officers, any employee benefit plan of the Company Corporation or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such a plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors of the Company Corporation 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 shall terminate terminate, and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company Corporation shall promptly 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 Corporation shall 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In any exchange pursuant to this Section 24, the CompanyCorporation, at its option, may substitute Preferred Shares (or equivalent preferred stockshares, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one one-hundredth of a Preferred Share Unit (or equivalent preferred stockshare) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Common StockShare. (d) The Company In the event that there shall not be required to issue fractions of sufficient Common Shares issued but not outstanding or Preferred Share Units or authorized but unissued to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu permit any exchange of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates Rights as contemplated in accordance with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 Corporation shall take all such action as may be necessary to authorize additional Common Shares for issuance upon exchange of the Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii7(e) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of fifty percent (50%) or more than 50% of the Common Shares Stock then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 AgentCompany. 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 Common Shares 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 11(a)(ii7(e) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common Stock 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 Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted be necessary to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share authorize additional shares of Common Stock shall have for issuance upon exchange of the same voting rights as one share of Common StockRights. (d) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dsubsection (e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The At any time after a Section 11(a)(ii) Event, the Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which (i) shall not include Rights that have become null and void pursuant to the provisions of Section 11(a)(ii) hereofhereof and (ii) shall include, without limitation, any Rights issued after the Distribution Date in connection with the exercise of options pursuant to any employee benefit plan of the Company or any Subsidiary of the Company) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Companyits Subsidiaries, any employee benefit plan of the Company or any such Subsidiary, of its Subsidiaries or any entity holding Common Shares 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 personPerson, becomes the Beneficial Owner of more than 50% or more of the shares of Common Shares Stock 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 exercised only in accordance with Section 13 and may not be exchanged pursuant to this Section 24(a). (b) Immediately upon the action of the Board of Directors of the Company ordering the electing to exchange of any Rights pursuant to Section 24(a) and without any further action and without any notice, the right to exercise such Rights shall will 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 Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly thereafter give public written notice of any such exchangeexchange to the Rights Agent and the holders of the Rights to be exchanged in the manner set forth in Section 26; providedPROVIDED, howeverHOWEVER, 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 Shares 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 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 Common Stock Equivalents (or equivalent preferred stock, as such term is defined in Section 11(b) hereof11(a)(iii)) for some or all shares of the Common Shares Stock exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) Common Stock Equivalent for each share of Common ShareStock, as appropriate appropriately adjusted to reflect adjustments in the dividend, liquidation and voting rights of the Preferred Common Stock Equivalents pursuant to the terms thereof, so that each Preferred Share Unit 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) If the number of shares of Common Stock which are authorized by the Company's certificate of incorporation 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 Shares or Preferred Share Units Stock or to distribute certificates which that evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall may pay to the registered holders of the Right Rights Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(d24(e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price per share of a Common Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d)(ii) hereof) for on the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Class B Common Shares at an exchange ratio of one Class B Common Share per Right, Right appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such planplan or any Exempt Person), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% Common Shares representing a majority of the Common Shares Voting Power then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Class B Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 the exchange. The Company promptly shall mail a notice of any such the 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 Class B Common 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 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 equivalent preferred stock, as such term is defined in Section 11(b) hereof) common stock equivalents for some or all of the Class B Common Shares exchangeable for Rights, at the initial rate of one one-thousandth of a Preferred Share Unit (or equivalent preferred stockan appropriate number of common stock equivalents) for each Common Share, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock Shares pursuant to the terms thereof, so that each the fraction of a Preferred Share Unit delivered in lieu of each share of Common Stock Share shall have the same voting rights as one share of Class B Common StockShare. (d) In the event that there shall not be sufficient Class B Common Shares, Preferred Shares or common stock equivalents authorized by the Company's amended and restated 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 Class B 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 Class B Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Class B Common Shares or Preferred Share UnitsShares. In lieu of such fractional Class B Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Class B Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current per share market value of a whole Class B Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (e), the current per share market value of a whole Class B Common Share or Preferred Share Unit, shall be the closing price of a Class B 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) The Board of Directors of the Company may, at its option, at any time after any person becomes the occurrence of an Acquiring PersonAcquisition 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 11(a)(ii) hereof) for Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares Stock for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of fifty percent (50%) or more than 50% of the Common Shares then outstandingvoting power of the Company. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares Stock equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common Shares 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 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 Stock (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares Stock exchangeable for Rights, at the initial rate of one one-hundredth of a share of Preferred Share Unit Stock (or equivalent preferred stock) for each share of Common ShareStock, as appropriate appropriately adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each the fraction of a share of Preferred Share Unit Stock delivered in lieu of each share of Common Stock shall have the same 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 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 Shares or Preferred Share Units Stock or to distribute certificates which evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units 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 Share or Preferred Share UnitsStock. For the purposes of this Section 24(dparagraph (e), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share 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) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) 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 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 be necessary to authorize additional Common Shares or Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all 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 exchangeable for Rights, at or fraction thereof such that the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which that evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (e), the current market value of a whole Common Share or Preferred Share Unit, 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) The Board of Directors of the Company may, at its option, by resolution of its Board of Directors, at any time (including a time after any person Person becomes an Acquiring Person), 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 11(a)(ii7(e) hereof) for shares of Common Shares Stock at an exchange ratio of one share of Common Share Stock per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or occurring with respect to the Common Shares occurring Stock after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding ; provided, however, under the foregoingcircumstances described in the -------------- proviso to Section 23(a)(i) hereof, an Exchange shall be effective only if there are Continuing Directors and shall require the Board concurrence of Directors shall not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates a majority of such person, becomes the Beneficial Owner of more than 50% of the Common Shares then outstandingContinuing Directors. (b) Immediately upon the action of the Board of Directors of the Company ordering authorizing the exchange of any the 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 the Rights shall will terminate and the only right thereafter of a holder of such Rights shall be to receive that number of shares of Common Shares 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 authorizing the exchange of the Rights, the Company shall promptly 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 promptly shall mail a notice of any such exchange to all of the Rights Agent and to the holders of such Rights by mailing such notice to all such holders at their each holder's last addresses address as they appear it appears upon the registry books of the Rights AgentAgent or, prior to the Distribution Date, on the registry books of the transfer agent for the Common Stock. 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 Shares 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 11(a)(ii) hereof) held by each holder of Rightseffected. (c) In any the event that there shall not be sufficient shares of Common Stock authorized but unissued to permit the exchange pursuant to in full of such Rights in accordance with this Section 24, the Company, at its option, Company shall take all such action as may substitute Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) be necessary to authorize additional shares of Common Stock for some or all 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 Common Shares exchangeable Stock, the Company shall substitute, for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have that would otherwise be issuable upon exchange of a Right, a number of shares of other equity securities of the same voting rights as Company or fraction thereof such that the current per share market price of one share of such other equity securities multiplied by such number or fraction is equal to the current per share market price of one share of Common StockStock as of the date of issuance of such shares of such other equity securities or fraction thereof. (d) The Company shall not be required to issue fractions of shares of Common Shares or Preferred Share Units Stock or to distribute certificates which that evidence fractional shares of Common Shares or Preferred Share UnitsStock. In lieu of such fractional shares of Common Shares or Preferred Share UnitsStock, the Company there shall pay be paid to the registered holders of the Right Certificates with regard to which such fractional shares of Common Shares or Preferred Share Units Stock would otherwise be issuable issuable, an amount in cash equal to the same fraction of the current market value of a whole share of Common Share or Preferred Share UnitsStock. For the purposes of this Section 24(dsubsection (d), the current market value of a whole share of Common Share or Preferred Share Unit, Stock shall be the closing price of a share of Common Share Stock (as determined pursuant to the second sentence of Section 11(d)(i11(d) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24Exchange Date.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% a majority of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly give public notice of any such exchange; providedPROVIDED, howeverHOWEVER, 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be sufficient Common 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 pursuant to of Rights as contemplated in accordance with this Section 24, the Company, at its option, may substitute Preferred Shares (or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all of the Common Shares exchangeable for Rights, at the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted to reflect adjustments in the voting rights of the Preferred Stock pursuant to the terms thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not use its best efforts to take all such action as may be required necessary to issue fractions of authorize additional Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders common stock equivalents for issuance upon exchange of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, 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 24Rights.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 of Directors of the Company ordering the same, unless such action of the Board of 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 redemption will be effective in accordance with the provisions of such action of the Board of Directors of the Company). Notwithstanding the foregoing, the Board of Directors shall of the Company will not be empowered to effect such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; provided, however, that the failure to give, or any defect in, such notice will not affect the validity of such exchange. Any notice which 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Board of Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, exchange all or part of the then outstanding and exercisable Rights (which shall not include Rights that have become void pursuant to the provisions provi- sions of Section 11(a)(ii) hereof) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof (such exchange ratio being hereinafter referred to as the "Exchange Ratio"). Notwithstanding the foregoing, the Board of Directors Direc- tors shall not be empowered to effect -37- such exchange at any time after any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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 Common 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 11(a)(ii) hereof) held by each holder of Rights. (c) In the event that there shall not be suf- ficient 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 -38- the Rights. In the event the Company shall, at its optionafter good faith effort, be unable to take all such action as may substitute 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 equivalent preferred stock, as fraction thereof such term is defined in Section 11(b) hereof) for some or all of that the Common Shares exchangeable for Rights, at the initial rate current per share market price of one Preferred Share Unit (multiplied by such number or equivalent preferred stock) for each fraction is equal to the current per share market price of one Common Share, Share as appropriate adjusted to reflect adjustments in the voting rights of the date of issuance of such Preferred Stock pursuant to the terms Shares or fraction thereof, so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(dparagraph (d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section Sec- tion 11(d)(i) hereof) for the Trading Day immediately prior to the date of exchange pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its option, at any time after any person Person becomes an Acquiring Person, effect a mandatory exchange of newly-issued Common Shares for 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 11(a)(ii) hereof) for Common Shares at an exchange ratio of one four Common Share Shares per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares 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 the Company, any employee benefit plan of the Company or any such Subsidiary, or any entity holding Common Shares for or pursuant to the terms of any such plan), together with all Affiliates and Associates of such person, an Exempt Person) becomes the Beneficial Owner of more than 50% or more of the Common Shares then outstanding. For purposes of this Section 24, if the only reason a Right is not exercisable is that a registration statement has not yet been declared effective under the Act, but no registration statement would be required under the Act for effectuation of a Section 24 exchange, the requirement that Rights be “outstanding and exercisable” shall be deemed replaced by a requirement that such Rights merely be outstanding and references in Section 24(c) to the occurrence of the Exercisability Trigger shall be deemed replaced by references to the date any Person becomes an Acquiring Person. (b) Immediately upon the action of the Board of Directors 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 shall terminate and the only right thereafter of a holder of such Rights shall be to receive that number of Common Shares equal to the number of such Rights held by such holder multiplied by the Exchange Ratio. The Company shall promptly 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 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; 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 Common 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 11(a)(ii) hereof) held by each holder of Rightseffected. (c) In lieu of issuing Common Shares in accordance with Section 24(a) hereof, the Company may, if a majority of the Board of Directors then in office determines that such action is necessary or appropriate and not contrary to the interests of the holders of Rights, elect to (and, in the event that there are not sufficient treasury shares and authorized but unissued Common Shares to permit any exchange pursuant to this of the Rights in accordance with Section 2424(a) hereof, the CompanyCompany shall) take all such action as may be necessary to authorize, at its optionissue or pay, may substitute Preferred Shares (in effecting the exchange of the Rights, cash, property, Common Shares, other securities or equivalent preferred stock, as such term is defined in Section 11(b) hereof) for some or all any combination thereof having an aggregate value equal to the value of the Common Shares exchangeable which otherwise would have been issuable pursuant to Section 24(a) hereof, which aggregate value shall be determined by a nationally recognized investment banking firm selected by a majority of the Board of Directors then in office. For purposes of the preceding sentence, the value of the Common Shares shall be determined pursuant to Section 11(d) hereof. Following the occurrence of the Exercisability Trigger, a majority of the Board of Directors then in office may suspend the exercisability of the Rights for Rights, at a period of up to 40 days following the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Share, as appropriate adjusted date on which the Exercisability Trigger shall have occurred to reflect adjustments in the voting extent that such directors have not determined whether to exercise their rights of election under this Section 24(c). In the Preferred Stock pursuant to event of any such suspension, the terms thereof, so Company shall issue a public announcement stating that each Preferred Share Unit delivered in lieu the exercisability of each share of Common Stock shall have the same voting rights as one share of Common StockRights has been temporarily suspended. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share UnitsShares. In lieu of such fractional Common Shares or Preferred Share UnitsShares, the Company shall pay to the registered holders of the Right Certificates Rights with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share UnitsShare. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price Current Per Share Market Price of a the Common Share (as determined pursuant to the second sentence of Section 11(d)(i) hereof) Shares for the Trading Day immediately prior to after the date of the first public announcement by the Company that an exchange is to be effected pursuant to this Section 24.

Exchange. (a) The Board of Directors of the Company may, at its their option, at any time after any person becomes an Acquiring Personthe later of the Share Acquisition Date and the Distribution 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 11(a)(ii) hereof)) for Common Shares at an exchange ratio of one Common Share per Right, appropriately adjusted to reflect any stock split, stock dividend or similar transaction involving either the Preferred Shares or the Common Shares occurring after the date hereof Record Date (such exchange ratio being hereinafter referred to as the "Exchange Ratio"“EXCHANGE 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 Subsidiary of the Company, any employee benefit plan of the Company or any such SubsidiaryRelated Person), who or any entity holding Common Shares for or pursuant to the terms of any such plan)which, together with all Affiliates and Associates of such personPerson, becomes the Beneficial Owner of more than 50% or more of the then-outstanding Common Shares then outstandingShares. (b) Immediately upon the action effectiveness of the Board of Directors of the Company ordering the 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 shall will terminate and the only right with respect to such Rights thereafter of a the holder of such Rights shall will be to receive that number of Common 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 will publicly announce such exchange and, within 10 calendar days thereafter, will 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 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; PROVIDED, HOWEVER, that the failure to give, or any defect in, such notice 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 Common 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 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 for any Common Share exchangeable for a Right (or i) equivalent preferred stock, common shares (as such term is defined used in Section 11(b11(a)(iii)), (ii) hereofcash, (iii) for some or all debt securities of the Common Shares exchangeable for RightsCompany, at (iv) other assets, or (v) any combination of the initial rate of one Preferred Share Unit (or equivalent preferred stock) for each Common Shareforegoing, in any event having an aggregate value, as appropriate adjusted to reflect adjustments determined in good faith by the voting rights Directors of the Preferred Stock pursuant to Company (whose determination will be described in a statement filed with the terms thereofRights Agent), so that each Preferred Share Unit delivered in lieu of each share of Common Stock shall have the same voting rights as one share of Common Stock. (d) The Company shall not be required to issue fractions of Common Shares or Preferred Share Units or to distribute certificates which evidence fractional Common Shares or Preferred Share Units. In lieu of such fractional Common Shares or Preferred Share Units, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares or Preferred Share Units would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share or Preferred Share Units. For the purposes of this Section 24(d), the current market value of a whole Common Share or Preferred Share Unit, shall be the closing price of a one Common Share (as determined pursuant to the second sentence of Section 11(d)(i11(d)) hereof) for on the Trading Day immediately prior to preceding the date of the effectiveness of the exchange pursuant to this Section 24.